
Class Hj^iULl 

Book> A^ 



Copyright N". 



n^ 



COPMilGHT DEPOSIT. 



Charters and By-Laws 



-f- 



OF 






Thirty-five Life Insurance 



COMPANIES. 



FULL TEXT OF THE ORIGINAL CHARTERS, WITH 

AMENDMENTS THERETO, AND COMPLETE 

COPIES OF THE BY-LAWS. 




FEBRUARY, 1896. 



PUBLISHED BY 

A. J. FLITCRAFT. 

609 to 615 Maple Ave., 

OAK PARK, ILL., U. S. A. 



l'^■' 



1 APR ^^\m^\'^H'^<»* ^ 






COPYRIGHT 189G, BY A. J. FLITCRAFT. 



^TNA Life Insurance Company. 



CHARTER AND BY-LAWS OF THK ^TNA LIFE 
INSURANCE COMPANY, OF HART- 
FORD, CONN. 

Section i . Be it enacted by the Senate and House of 
Representatives, in General Assembly convened, That 
the subscribers to the petition, praying for an act of 
incorporation, with powers and privileges necessary and 
convenient to the business of insurance against losses by 
fire, etc., be and they hereby are incorporated and made 
a body politic, by the name, style and title of the 
".^tna Insurance Company," and by that name, style 
and title shall be and hereby are empowered to purchase, 
receive, have, hold, possess and enjoy to themselves, and 
their successors, lands, tenements, rents, hereditaments, 
goods, chattels, and effects of every kind, and nature; as 
also United States stocks, and bank stock of the United 
States Bank, or any bank in the United States, and the 
estate and stocks aforesaid to alien, grant, sell and dis- 
pose of; to sue and be sued, plead and be impleaded, 
in all courts of justice; also to have and use a common 
seal, and the same to change at pleasure; also to ordain 
and execute all by-laws, and regulations by them deemed 
necessary for the well ordering and governing said cor- 
poration; provided said by-laws and regulations are not 
repugnant to the constitution and laws of this State, and 
of the constitution and laws of the United States. 

Sec. 2. The capital stock of said corporation shall 
not be less than one hundred and fifty thousand dollars, 
and may, at the pleasure of said corporation, be increased 
to any further sum, not exceeding five hun dred thousand 
dollars, and shall be divided into shares of one hundred 
dollars each, and on the said capital stock of one hun- 



4 jEtna Life Insurance Company. 

dred and fifty thousand dollars, in part of said stock, 
shall be paid into the treasury of said corporation, for the 
use of said corporation, within thirty days after the first 
meeting of said corporation, five per centum; and within 
sixty days next after said first meeting of said corpora- 
tion, the further sum of five per centum on said stock 
shall in like manner, for like purposes, be paid into said 
treasury; and the remainder of said stock shall be secured 
to be paid by mortgage on real estate, or indorsed promis- 
sory notes, approved by the president and directors of 
said corporation, and shall be payable in thirty days after 
demand; and such indorsers shall have a lien on the stock ^^ 

for which such note or notes are given. • ^^ 

Sec. 3. There shall be seventeen directors for the well- 
ordering the affairs of said corporation, chosen by one or 
more ballots from among and by the stockholders of said 
corporation, which said directors shall hold their oflSce at 
pleasure for one year, and until others are chosen in their 
room; and the annual meeting for the choice of said direc- 
tors shall, after the first election, be holden in the city of 
Hartford, on the first Thursday of June, or on such day 
in the month of June as shall be appointed by said board 
of directors. 

Sec. 4. The said directors shall choose one of their 
number to be president of said corporation, and in case of 
his absence from business may, so often as necessity shall 
require, elect from among themselves a president for the 
time being; and in case any vacancy shall occur in said 
direction, said directors may elect a director or directors, 
from among the stockholders, to fill such vacancy, who 
shall hold their oifice at pleasure, until others are chosen 
in their room; and said directors shall have power to 
appoint, for the time being, such officers, secretaries, 
agents and servants as they shall judge necessary, and 
shall be capable of performing such other acts, and exer- 
cising such other powers, as shall be b)^ them deemed for 
the best interest of the compau}'. And no director shall 
be entitled to any emolument unless bj' vote of the stock- 
holders in general meeting. 



iETNA Life Insurance Company. 5 

Sec. 5. The directors shall determine what number 
of their own body shall constitute a quorum for the trans- 
action of business, and when such quorum is formed, if 
the president is not present, the electors present shall 
appoint a president pro tempore. 

Sec. 6. The number of votes each stockholder shall 
be entitled to in the choice of directors, or any other con- 
cern or business of the company, shall be equal to the 
number of shares he shall be the owner of; provided, no 
stockholder shall, by virtue of the number of shares he 
may be the owner of, in any case be entitled to more than 
fifty votes. 

Sec. 7. The stockholders shall be entitled to vote in 
person, or by proxy duly appointed; and none but stock- 
holders shall be eligible as directors. 

Sec. 8. Public notice shall be given, by order of the 
directors, at least ten days previous to any meeting of the 
stockholders, in a newspaper printed in the city of Hart- 
ford, and in such other manner as they may judge expedient. 

Sec. 9. Said corporation may insure on dwelling 
houses, and all other buildings, on ships and vessels of 
every description, while in port or on the stocks, on goods, 
chattels, wares, merchandise, and on all kinds of mixed 
and personal estate of every description, and shall be lia- 
ble to make good and pay to the several persons who 
shall be assured by the said corporation, for all losses 
they may sustain by fire in the subject matter insured, 
agreeable to the contract of assurance, and of their policy, 
effected with said corporation. Provided always, that no 
stockholder shall be liable to said corporation for any 
amount beyond the amount of stock by him holden and 
unpaid to said corporation, and neither the members of 
nor said corporation shall, in any event, be liable beyond 
the amount of their said capital, for any loss or losses 
whatever; but for misconduct or fraud, the person guilty 
thereof shall be personally liable to said corporation, or 
to the insured, as the case may be. 

Sec. 10. The capital stock of said corporation shall 
be transferable according to the rules and regulations 



6 .'Utna Life Insurance Company. 

prescribed by tbe directors; and every subscriber of any 
share or shares in said stock who shall neglect to pay the 
installments aforesaid, or to secure the residue of the said 
share or shares as aforesaid, shall forfeit to the said cor- 
poration such share or shares and all payments made 
thereon, and all profits which may have arisen thereon. 

Sec. II. All notes or policies of insurance, signed by 
the president and countersigned by the secretary, shall 
bind and oblige said corporation according to the terms 
and tenor thereof. 

Sec. 12. In case any insured, named in any policy or 
contract of insurance, made by the said corporation, 
shall sell and convey, or assign the subject matter 
insured, during the period of time for which it is insured, 
it shall be lawful for such insured to assign and deliver 
to the purchaser such policy, or contract of insurance, 
and the same shall inure to his benefit, and in every 
respect as effectual as though the same had been delivered 
by said corporation to said assignee. Provided always, 
that before any loss happens, such assignee shall obtain 
the consent of the assignor to such assignment, and shall 
obtain said assent to be endorsed on or annexed to the 
said polic}' or contract of assurance, executed and signed 
as a new policy or contract ought to be according to such 
rules as shall be prescribed by the directors, and not 
otherwise. 

Sec. 13. Thomas K. Brace is authorized to call a meet- 
ing of the subscribers to said petition, to be holden in 
the city of Hartford, in the month of June, 18 19, which 
meeting may be organized by a moderator and such com- 
mittees as shall be deemed proper, and said meeting may 
be adjourned from time to time, until said corporation 
shall be organized agreeable to the charter; and the stock 
shall be taken up to the amount of one hundred and fifty 
thousand dollars, before said directors shall be chosen, 
and before said corporation make any assurance. 

Sec. 14. As soon as the installments aforesaid shall 
have been paid or secured by endorsed notes, and the 
remainder of the stock secured agreeable to the 



^TNA Life Insurance Company. 7 

provisions aforesaid, and the whole to be done to the satis- 
faction of said directors and no part of said 

stock shall be assignable or transferable until both of 
said installments shall have been paid, anything in this 
act to the contrary notw^ithstanding. 

Provided, this act may at any time be altered, amended 
or revoked by the General Assembly. 
General Assembly, May Session, 1819. 
David Plant, 
Speaker of the House of Representatives. 
Jonathan Ingersoll, 
Approved June 5, 1819. President of the Senate. 

Oliver Wolcott. 
At a General Assembly of the State of Connecticut, 
holden at New Haven in said State, on the first 
"Wednesday of May, in the year of our Lord one 
thousand eight hundred and twenty. 

AN ACT IN addition TO AN ACT ENTITLED "AN ACT TO 
INCORPORATE THE ^TNA INSURANCE COMPANY." 

Be it enacted by the Senate and House of Representa- 
tives, in General Assembly convened. That it shall and 
may be lawful to and for the said corporation to add to their 
present actual capital the sum of fifty thousand dollars, 
and, at the pleasure of the company, may increase said 
addition to any sum not exceeding one hundred and fifty 
thousand dollars; and the whole of said capital stock, 
created by, and raised under this act, shall be denomin- 
ated the annuity fund, and shall be secured and paid into 
the treasury of the corporation, and vested in the same 
proportion and manner as is authorized and required by 
the act to which this is an addition, in relation to the fire 
insurance stock thereby created. And the stock created 
by this act shall be exclusively held and pledged as a fund 
for the payment of annuities which shall be granted by said 
company, and of losses upon insurance for a life or lives, 
or in any way dependent upon life or lives, and shall in 
no case be liable for the other debts, contracts, liabilities 
or engagements of the said company. And said annuity 
fvind shall alone be liable to pay, bear and satisfy all 



8 iETNA Life Insurance Company. 

losses, expenses, payments and charges, in respect to 
insurance on life or lives, or in any manner dependent on 
life or lives, and annuities which may be granted by said 
company; and said JEtna. Insurance Company are 
authorized and empowered to grant annuities, and make 
insurance dependent on life or lives; to establish a 
form of policy, create officers for the corporation, 
prescribe the mode of authentication of policies, and all 
other instruments lawful for said company to execute, by 
seal or the signature of officers or an officer appointed 
by the corporation for such purpose. 

Provided always, that this act may be repealed, altered, 
or amended by the Legislature. 

General Assembly, May Session, 1820. 

David Plant, 
Speaker of the House of Representatives. 
Jonathan Ingersoll, 

President of the Senate. 
Approved May 26, 182a Oliver Wolcott. 

At a General Assembly of the State of Connecticut, 
holden at Hartford in said State, on the first Wednes- 
day of May, in the year of our Lord one thousand 
eight hundred and thirty-nine. 

iSTNA INSURANCE COMPANY'S POWERS OF INSURANCE 
EXTENDED TO INSURE AGAINST HAZARDS OF 
INLAND NAVIGATION AND TRANS- 
PORTATION, ETC. 

Upon the petition of the ^tna Insurance Company, 
showing to this Assembly that in the year 18 19 they 
were incorporated by the Legislature of this State, for 
the purpose of insuring against loss and damage by fire, 
which business they have ever since conducted; that their 
capital is ample and abundantly secured; that the busi- 
ness of inland navigation, and of insurance against the 
hazards incident thereto, have of late years greatly 
increased, while the number of offices empowered to issue 
such policies is limited; that the petitioners have frequent 
applications from their present customers and others, to 
take this description of risk, which, under their present 



^TNA Life Insurance Company. 9 

charter, they are obliged to decline; that it would be foi 
the mutual advantage of themselves and the public to 
extend their powers to this department of insurance; and 
praying the lyCgislature to make the necessary amend- 
ment to their charter, as by petition on file, dated the 
nth day of April, 1839, may more fully appear. 

And now this Assembly, having enquired into the 
allegation of said petition, do find the same to be true; 
therefore 

Resolved by this Assembly, That the ^tna Insurance 
Company be, and they are hereby fully authorized and 
empowered to issue policies against the hazards of inland 
navigation and trausportion; and said policies, when 
duly executed by the proper ofiicers of said company, 
shall be, to all intents and purposes, binding upon said 
company, in the same manner as though the power to 
issue the same had been granted by their original charter. 

William W. Ellsworth. 
Approved May 8, 1839. 
At a General Assemblj' of the State of Connecticut, 
holden at New Haven, in said State, on the first 
Wednesday of May, in the year of our I^ord one thou- 
sand eight hundred and fifty. 

AMENDING THE CHARTER OF THE ^TNA INSURANCE 

COMPANY. 

Upon the petition of the ^tna Insurance Company, 
praying for an amendment of that portion of their charter 
authorizing insurances upon life. 

Resolved by this Assembly, That policies of insurance 
issued by said company on the life of anj^ person, 
expressed to be for the benefit of a married woman, 
whether the same be effected by herself or her hus- 
band, or by any other person on her behalf, shall inure 
to her separate use and benefit, and that of her or her hus- 
band' s children, if any, as may be expressed in said poli- 
cies, independently of her husband and his creditors and 
representatives, and also independently of any other per- 
sons effecting the same in her behalf, his creditors and 
representatives, always provided, that this section shall 



10 ^TNA Life Insurance Company. 

not apply to insurances where the annual premium on 
the policy shall exceed the sum of one hundred and fifty 
dollars, unless paid from the private property of the wife. 

Approved June 6, 1850. Thomas H. Seymour. 

At a General Assembly of the State of Connecticut, holden 
at Hartford, in said State, on the first Wednesday of 
May, in the year of our Lord one thousand eight hun- 
dred and fifty-three. 

INCORPORATING THE SHAREHOLDERS OF THE ANNUITY 

FUND OF THE .BTNA INSURANCE COMPANY AS A LIFE 

INSURANCE COMPANY. 

Upon the petition of the ^tna Insurance Company, 
praying for such an alteration of its charter as will con- 
stitute the shareholders of the annuity fund of said com- 
pany, their successors and assigns, a distinct corporation 
for the purpose of life insurance, and the assumption ot 
life risks, as per memorial on file, dated May 9, A. D. 
1853, will more fully appear: 

Resolved by this Assembly, That the shareholders of the 
"Annuity Fund" of the said "^tna Insurance Com- 
pany ," their successors and assigns, forever, be and they 
are hereby made and constituted a bod}- corporate and 
politic for the purpose of life insurance, and for the 
assumption of all or any hazards connected with life risks, 
by the name of the ''j^tna Life Insurance Company," 
and with and by that name shall have and possess all tht 
powers and privileges and be subject to all the duties 
imposed upon the shareholders of said "Annuity Fund" 
under their present charter and the amendments thereof, 
and shall also have all the powers and privileges incident 
to a distinct corporation; provided, that all the liabilities 
and obligations of said^tna Insurance Company for and 
on account of its "Annuitj^ Fund" shall continue and 
exist against said company hereby incorporated, under 
the said name of the ^Etna Life Insurance Company, and 
that all debts, liabilities or obligations due to said ifitna 
Insurance Company for and on account of its "Annuity 
Fund," may be collected and enforced by said company 
in the name of the -(Etna Life Insurance Company, and 



^TNA Life Insurance Company. 11 

h at all suits in favor of or against said ^tna Insurance 
Company for and on account of its "Annuity Fund," 
may be continued in force and prosecuted to final judg- 
ment by or against said company, in the same manner as 
if this resolution had not been passed. 

Se;c. 2. That the stock, property, affairs and business 
of said corporation shall be managed and conducted by 
not less than seven nor more than ten directors, a major- 
ity of whom shall reside in this State, who shall be chosen 
by ballot from and by the stockholders of said company, 
and the present managing directors and officers of said 
company shall be the officers of said corporation until the 
first Monday of July next, when and in each successive 
year thereafter, on the day aforesaid, an election shall be 
held for the choice of directors of said company, ten days' 
previous notice thereof having been given in some news- 
paper printed in said Hartford; each stockholder shall be 
allowed one vote for each and every share of stock held 
by him, and the directors of said company shall choose a 
president and secretary of the said corporation, who shall 
hold their offices for one year, and may appoint such 
other officers and agents as shall by them be deemed 
expedient for conducting the business of the company. 

Approved May 28, 1853. Thomas H. Seymour. 
General Assembly, January Session, A. D. 1878. 

AN ACT TO AMEND THE CHARTER OF THE ^TNA 
I.TFE INSURANCE COMPANY OF HARTFORD. 

Be it enacted by the Senate and House of Representa- 
tives, in General Assembly convened. Section I. The 
^tna Life Insurance Cnmpany of Hartford is hereby 
authorized and empowered, from time to time, to increase 
its capital stock to an amount not exceeding seven hundred 
and fifty thousand dollars, from such surplus funds of 
said company as may be derived from, or are the proceeds 
of business done upon the non-participating stock plan 
of insurance, and the same shall be apportioned pro rata 
among those who are stockholders at the time such 
increase is made; but the capital stock shall not be 
increased without the approval of the Insurance Com- 



12 .^TNA Life Insurance Company. 

missioner of this State; but no greater dividend shall 
be paid xipon the capital stock of said company than ten 
per cent per annum. 

Sec. 2. In case said company' shall increase its capi- 
tal stock in the manner provided by the first section of 
this act, it shall not declare or paj^ to its stockholders, 
from the profits of the mutual or participating depart- 
ment, a greater amount than nine thousand dollars per 
annum. 

This act shall take eflfect when it shall be approved Ijy 
a major vote of the stockholders of said ^tna Life Insur- 
ance Company, andacertifiedcopy of said vote of approval 
lodged on file in the office of tlie Secretarj^ of State. 

General Assemblj^ Januarj^ Session, 1882. 
AMENDING THE CHARTER OF THE ^TNA LIFE INSUR- 
ANCE COMPANY. 

Resolved by the Assembly: Section i. The annuai 
meeting of the ^tna Life Insurance Company for the 
choice of directors of said company shall be held on the 
second Tuesday of February in each 5-ear. 

Sec. 2. So much of the charter of said company as 
requires said annual meeting to be held on the first Mon- 
day of July in each year is hereby repealed. 

Sec. 3. This act shall take effect when approved by a 
major vote of the stockholders of said company, and a 
certified copy of said vote of approval lodged on file in 
the office of the Secretary of State. 

Approved March 8, 1882. Hobart B. Bigelow. 

General Assembly, January Session, 1883. 

AMENDING THE CHARTER OF THE yETNA LIFE INSUR- 
ANCE COMPANY. 

Resolved by the Assembly: Section i. The ^tna Life 
Insurance Company of Hartford is hereby authorized 
and empowered, from time to time, to increase its 
capital stock to an amount not exceeding two millions of 
dollars, by the issue of not exceeding in the aggregate 
twelve thousand five hundred shares of the par value of 
one hundred dollars each, such additional stock to be paid 
in cash or by the application of such surplus funds or 



.Etna Life Insurance Company. 13 

profits as may be derived or are the proceeds o:f <-he busi- 
ness of accident or the stock non-participating plan of 
insurance, as the directors of said company may deem 
proper. Such increased stock shall be apportioned pro 
rata among the stockholders of record at the time such 
increase is made, and no greater dividend shall be paid 
upon the capital stock of said company than ten per 
centum per annum, except from the profits or earnings 
from the business of accident insurance. 

Sec. 2. This act shall take effect upon the written 
approval of the Insurance Commissioner of this State, 
and when approved by a majority vote of the stockholders 
of said ^tna Life Insurance Company, and a certified 
copy of such approval and vote lodged on file in the ofiice 
of the Secretary of State. 

Approved March 21, 1883. Thomas M. WAi,i,:eR. 

Approved April 6, 1883. John W. Brooks, 

Insurance Commissioner. 

General Assembly, January Session, A. D. 1893. 

AMENDING THE CHARTER OF THE .(^TNA LIFE INSUR- 
ANCE COMPANY. 

Resolved by this Assembly. Section i . That the ^tna 
Life Insurance Company is hereby authorized and 
empowered to insure persons against loss of life or per- 
sonal injury resulting from any cause, and to insure per- 
sons or corporations against loss or damage resulting 
from accident to or injury sufiered by an employe or other 
person, and for which the person or corporation insured 
is liable. 

Sec. 2. This act shall take effect when approved by a 
major vote of the stockholders of said company, and a 
certified copy of said vote of approval is lodged on file in 
the ofiice of the Secretary of State. 

Approved April 12, 1893. Luzon B. Morris, 

Governor. 

BY-LAWS. 

I . Three directors shall constitute a quorum for the 
transaction of business. 



14 ^TNA Life Insurance Company. 

2. "The board may appoint a vice-president, who shall 
jreside at the meetings during the absence of the 
president. 

3. The directors shall require a bond from all agents 
where practicable. 

4. The directors may appoint a finance committee, but 
in the absence of such appointment the president, vice- 
president and secretary shall so act. 

5. The stock of the company shall be transferable 
upon the books of the company, or by special power of 
attorney for that purpose, and according to the form 
now in use. 

6. Forms for policies and the manner of doing business 
shall be submitted to the revision and control of the 
board. 

7. The appointment of agents and employees of the 
company shall be entrusted to the executive officers, 
unless the directors shall assume the control of the same. 

8. The president, vice-president and secretary may 
call meetings of the board when deemed expedient or 
necessary, but the same may be called at any time at the 
request of any three members of the board. 

9. The secretary is authorized to release any interest 
of this company, under appropriate circumstances, in any 
real estate of this company when so directed by the 
board or president and vice-president. 

These by-laws can be altered or amended by a majoritj"^ 
vote of all the directors at a meeting of the same. 



American Union Life Insurance Company. 15 



CHARTER AND BY-LAWS OF THE AMERICAN 
UNION LIFE INSURANCE COMPANY. 

We, the undersigned, being thirteen or more per- 
sons, a majority of whom are citizens and residents of 
this State, hereby certify and state that it is our inten- 
tion to form a corporation for the purpose or purposes 
named in the first subdivision of section 10, of an act of 
the Legislature of the State of New York, entitled "An 
Act in Relation to Insurance Corporations," constitut- 
ing chapter 38 of the general laws, being chapter 690 
of the laws of 1892, and known as the Insurance Law, 
and any acts amending or extending the same, and that 
the following is a copy of the charter which we propose 
to adopt. 

The persons whose names are subscribed to this 
certificate hereby become and constitute themselves a 
corporation under the Insurance Law of the State of 
New York. The name of the proposed corporation is, 
" American Union Life Insurance Company." The 
place where it is to be located is the City of New York, 
in the County and State of New York, in the United 
States of America, and its principal office shall be lo- 
cated at said city, with the purpose to establish such 
other offices in other parts of the world as the Board of 
Directors of said corporation may decide. 

The kind of insurance to be undertaken by said cor- 
poration is insurance upon the lives or the health of per- 
sons, and every insurance pertaining thereto, and the 
granting, purchasing or disposing of annuities. 

The subdivision of the said Insurance Law under 
which the said kind of insurance is authorized is the 
first subdivision of Section 10 of the Insurance Law of 



16 American Union Life Insurance Company. 

the State of New York, being chapter 690 of the laws 
of 1892, and the acts amending and extending the same. 

The mode and manner in which its corporate powers 
are to be exercised are by a board of fifty directors and 
by officers consisting of a President, three Vice Presi- 
dents, a Secretary and a Treasurer, who shall be vested 
with all the powers and authority vested by law in such 
Board of Directors and such officers respectively, with 
authority to said Board of Directors to appoint such 
committees and such other officers and agents as they 
may deem desirable with such powers and authority as 
are usually exercised by such committees, officers and 
agents and are authorized bylaw. 

The manner of electing its directors and officers, a 
majority of whom shall be citizens and residents of the 
State of New York, shall be as follows : 

The first board of fifty directors shall be elected by 
the stockholders after such stock has been subscribed 
for and before the said corporation shall begin to trans- 
act any business of insurance, at an election to be held 
at a time and place in the City of New York determined 
by the said corporators signing this certificate, due 
notice of which shall be given, by mail or otherwise, to 
each of said stockholders. 

Said Board of Directors, so elected, shall hold office 
until the second Monday of January succeeding such 
election- or until their successors are elected and 
qualify. 

After the first election there shall be an annual elec- 
tion of the said Board of Directors on the second Mon- 
day of January in each year, at twelve o'clock noon, at 
the office of the company in the said City of New York. 
The fiscal year shall commence January 1 and end on 
December 31. 

Each stockholder may vote at such elections, in 
person or by proxy, and each stockholder shall be en- 
titled to as many votes as the number of shares of stock 
held by such stockholder. Any vacancy in the board 
occurring between any annual elections shall be filled by 



American Union Life Insurance Company. 17 

the board, the person appointed holding office until the 
next annual election. 

The said officers shall be elected by the Board of Di- 
rectors. 

The amount of the capital stock of said corporation 
shall be ^500,000, and the said stock shall be divided 
into 5,000 shares of one hundred dollars each. 

In Witness Whereof, we have hereunto subscribed 
our names this 15th day of January, 1894. 

P. B. Armstrong, Benj. F. Butler, 

Alfred J. Pouch, Theodore Berdell, 

H. B. Slaven, John D. Goodwin, 

Otto T. Bannard, Charles S. Whitney, 

M. M. Belding, Andrew S. Brownell, 

Henry L. Wardwell, Edmund Dwight, Jr,, 

Eberhart Faber, Frank Seaman, 

Wm. Frank Hall, William Creighton. 
Clarence W. Seamans, 



BY-LAWS. 

Article I. 

annual and special meetings of stockholders. 

Section 1. The annual meeting of stockholders for 
the election of Directors shall be held at the office of 
the company, in the City of New York, on the second 
Monday of January in each year, at twelve o'clock noon 
and the polls shall remain open between the hours of 
12 M. and 1 P. M. A written or printed notice of such 
meeting shall be mailed to each stockholder of record 
at his last known address at least ten days before the 
date of the meeting. Notice of the time and place of 
holding such election shall also be given by publication 
thereof at least once in each week for the two succeg- 



18 American Union Life Insurance Company. 

sive weeks immediately preceding such election in a 
daily newspaper printed in the county where such elec- 
tion is to be held. 

Sec. 2.. Immediately thereafter the Board of Di- 
rectors, shall meet for the purpose of electing the 
President, Vice President, Secretar}', Comptroller and 
Treasurer. The duties of the Secretary and Comptrol- 
ler may be performed by one and the same person. 
Such election shall be had b}' ballot aud the affirmative 
vote of a majority of the whole number of Directors 
present at such meeting shall be necessary to a choice. 
Whenever a vacancy shall occur in any of the above 
mentioned offices, it shall be filled in like manner at a 
meeting of the board called for that purpose. 

Sec. 3. Special meetings of the stockholders may 
be called at any time b}' order of the Board of Directors, 
and the Secretary shall give due notice thereof. 

Article II. 

directors' meetings. 

Section 1. The Directors shall hold regular monthly 
meetings on the third Thursday of each month at 3 
o'clock P. M., to hear the reports of officers and com- 
mittees, and for the transaction of general business. 
All Directors, except those who are salaried officers or 
employes of the company, who shall be present at roll 
call at any regular or special meeting, shall be entitled 
to receive such fee for attendance as the board shall 
from time to time designate. 

Article III. 

ORDER OF business. 

Section 1. At all stated meetings of the Board of 
Directors the following shall be the order of business : 

1. Roll call. 

2. Reading of minutes. 

3. Report of officers. 



American Union Life Insurance Company. 19 

4. Report of committees — a, Executive Committee; 
b, Finance Committee; c, Insurance Committee; d, 
Special Committees. 

5. Unfinished business. 

6. New business. 

Article IV. 

OFFICERS. 

Section 1. The officers of this company shall con- 
sist of a President, three Vice Presidents, Comptroller, 
Secretary and Treasurer. 

Sec. 2. The President, Vice President, Comptroller, 
Secretary and Treasurer shall hold their offices respec- 
tively from the time of their election until the second 
Monday in January, and until their successors are 
elected and duly qualified. 

Sec. 3. No persons shall be eligible to the office of 
President, Vice President, Comptroller, Secretary or 
Treasurer who is not a director of the company. 

Sec. 4. The Board of Directors shall appoint such 
other officers as they may deem necessary for the proper 
conduct of the business, who shall serve during the 
pleasure of the board. 

Sec. 5. No salaried officer shall be paid or receive 
any compensation or commission whatsoever besides 
his salary. 

Article V. 

DUTIES OF THE PRESIDENT. 

Section 1. The President shall preside at all meet- 
ings of the Board of Directors, and shall at all times 
exercise general supervision over the property and 
affairs of the company in such manner as in his judg- 
ment will best subserve its interests. He shall appoint, 
subject to the approval of the board, all standing com- 
mittees. He shall make all contracts for insurance and 
annuities to be entered into by this company; shall 
sign all policies of insurance, certificates of stock, con- 



20 American Union Life Insurance Company. 

veyances of real estate, satisfaction pieces of mortgages, 
and all other papers and acts to which the seal of the 
company is attached. 

Sec. 2. When any stock or other registered secu- 
rities shall have been or shall be pledged to the com- 
pany by way of security for a debt or loan, or shall be 
bought by the company by way of investment, the Presi- 
dent shall be authorized, on the approval of the Finance 
Committee, to transfer the same, and when necessary to 
cause the seal of the company to be affixed to such 
transfer. 

Sec. 3. The President shall cause the seal of the 
company to be affixed to assignments and satisfactions 
of mortgages when the whole amount due or to be paid 
thereon shall have been paid ; to releases of portions 
of mortgaged premises ; to transfers and powers of 
attorney for hypothecated stocks and for the collection 
of interests and dividends ; to legal proceedings ; to 
any assignment of mortgages, registered bonds, stocks, 
or other registered securities to the Superintendent of 
the Insurance Department ; to all certificates necessary 
to be signed by the Secretary or Treasurer, certif\'ing 
that the President is authorized to collect interest, divi- 
dends, or any amount due on any stocks or other per- 
sonal securities held by the company, and to such other 
instruments as he may be authorized by the Finance 
Committee. 

Sec. 4. The President is also authorized, subject to 
the approval of the Insurance Committee, to enter into 
such contracts with agents and brokers for the procur- 
ing of life insurance and annuities as in his judgment 
shall best subserve the interests of the company, and to 
cause the seal of the company to be affixed to such con- 
tracts. 

Sec. 5. He may call special meetings of the Board 
of Directors whenever, in his judgment, the business of 
the company demands the same, or upon the written 
request of any five Directors ; and a notice in writing 
of at least two days shall be given of all such special 



\ 



American Union Life Insurance Company. 21 

meetings, and no business shall be taken up or sanc- 
tioned at any special meetings except that referred to in 
the notice thereof. , 

Sec. 6. He shall keep or cause to be kept full and 
complete records of all policy contracts and annuities, 
and also records and accounts of all other obligations or 
liabilities incurred by the company on every account 
whatsoever. The said records and accounts shall be so 
kept that any Director or other person entitled thereto 
shall be enabled, without unnecessary inconvenience or 
delay, to obtain accurate information in relation thereto. 

Sec. 7. The President shall, in connection with the 
Treasurer and Secretary, take charge of and keep under 
his control all certificates of stock and personal secu- 
rities of every description held or loaned by the com- 
pany, with a full statement of same, all of which shall 
be under the control and direction of the Finance Com- 
mittee. 

Sec. 8. The President, in connection with other 
proper officers, shall sign all policies of insurance, or 
contracts of insurance, checks, drafts, annuities and 
capital stock certificates of this company, and shall 
cause the seal of the company to be affixed to such cer- 
tificates of stock ; and under the direction of the Board 
of Directors or Finance Committee, shall sign all con- 
veyances of real estate, satisfaction pieces of mortgages, 
and all other papers and acts of the company. 

Sec. 9. The President shall have the right to vote 
at any meeting at which he presides, or any committee 
of which he is an ex officio member. 

Article VI. 

VICE PRESIDENTS. 

Section 1. In case of the death, absence or inability 
of the President, the Vice Presidents, in their respec- 
tive order shall perform the duties and exercise the 
powers of the President, provided such duties and pow- 
ers shall not conflict with the filling of any vacancy 



22 American Union Life Insurance Company. 

which may occur in the office of the President, as pro- 
vided in Section 2, Article 1. 

Article VII. 

DUTIES OF SECRETARY. 

Section 1. It shall be the duty of the Secretary to 
countersign all 'policies of insurance, conveyances of 
real estate and satisfaction pieces of mortgages. 

Sec. 2. The Secretary shall attend the meetings of 
the Board of Directors and all the meetings of the sev- 
eral standing committees when required, and keep the 
minutes of the proceedings of each. He shall keep the 
minutes of the transactions of the Board of Directors 
and report at all regular meetings of the board fully 
concerning the business transactions of his office. He 
shall also prepare for publication the annual statement 
required by law, and in general perform such other 
duties as may be required of him by the Board of 
Directors, and he shall have the custody of the seal of 
the company. 

Article VIII. 

DUTIES OF treasurer. 

Section 1. It shall be the duty of the Treasurer, in 
connection with the President, Comptroller and Secre- 
tary, and Chairman of the Finance Committee, to have 
charge of the moneys, securities, registered stocks, 
bonds, promissory notes, and all other evidences of 
indebtedness belonging to the company, which shall be 
deposited immediately upon receipt, in such banks, 
trust companies or safe deposit vaults as the Board of 
Directors or Finance Committee ma}' designate as de- 
positaries of the company. 

Sec. 2. The Treasurer shall keep or cause to be 
kept a daily record of all money received at the office of 
the company on every account whatever, and a like ac- 
count of all moneys disbursed, and shall keep the ac- 
counts and books of the company in proper order, ready 



American Union Life Insurance Company. 23 

for inspection when called upon by the Board of Direc- 
tors or any of the standing committees. 

Sec. 3. He shall sign all renewal receipts and capi- 
tal stock certificates and keep an accurate account 
thereof. 

Sec. 4. He shall present at the regular meetings of 
'the Board of Directors and the Finance Committee a de- 
tailed statement of the assets and liabilities of the com- 
pany, the income and disbursements for the preceding 
month, or oftener if required, and shall perform such 
other duties as may be required of him by the Board of 
Directors or Finance Committee. 

Sec. 5. He shall give a bond for the faithful per- 
formance of duties required by the Finance Committee, 
amount to be de^termined by the Executive Committee 
and bond to be approved by the Finance Committee. 

Article IX. 

DUTIES OF THE COMPTROLLER. 

Section ]. It shall be the duty of the Comptroller, 
subject to the supervision of the Finance Committee, to 
have general supervision over the real estate, bonds and 
mortgages, leases and fire insurance policies to secure 
loans made upon real estate or otherwise by the com- 
pany. 

Sec. 2. It shall be the duty of the Comptroller to 
supervise the accounts and expenditures of the com- 
pany, and to assist generally in the executive manage- 
ment of the affairs of the company. 

Article X. 

duties of medical director. 
Section 1. It shall be the duty of the Medical 
Director to examine applicants for insurance at the office 
of the company or elsewhere, when he may deem it ad- 
visable and for the best interests of the company, and to 
make report in each and every case thereof to the insur- 
ance committee. 



24 American Union Life Insurance Company. 

Sec. 2. It shall be his further duty to pass upon ex- 
aminations made by other physicians, and to place his 
written opinion on the report of all risks examined for 
the company, and in some suitable manner to clearly in- 
dicate whether in his opinion the risks are of such a 
character as would make it proper for the company to, 
assume the risk proposed. 

Sec. 3. He shall attend all meetings of the Insur- 
ance Committee, and shall give counsel and advice, 
when requested by the Board of Directors or the Insur- 
ance Committee or cousel of the company, on all proofs 
and papers in support of claims occasioned by the death 
of parties insured. 

Article XL 

ACTUARY. 

Section 1. It shall be the duty of the Actuary to 
examine statistics and tables, and to make the necessary 
mathematical and actuarial calculations forming the 
basis on which the company shall take, cancel or accept 
risks, grant or purchase annuities, and prepare proper 
tables of the same for common use, and to report at the 
meetings of the Board of Directors to be held in the 
month of January in each year, succeeding the annual 
meeting of the stockholders, which (said report) shall be 
made up to the 31st of December next preceding, or 
oftener, if required, showing the condition of the affairs 
of the company, predicated upon an actuarial valuation 
of the obligations of the company, and of all its assets, 
contingent and in possession ; to assist all committees 
at their sittings wlien requested, and to perform all the 
general duties of an Actuary. 

Article XII. 

DUTIES OF THE FINANCE COMMITTEE. 

Section 1. The Finance Committee shall consist of 
five directors and the President, Treasurer and Comp- 
troller, ex ofl&cio. 



American Union Life Insurance Company. 25 

Sec. 2. It shall be the duty of the Finance Com- 
mittee to make all investments of the funds of the com- 
pany required by law or such investments as may from 
time to time be proper, out of the surplus earnings of 
the company. It shall have general supervision over 
the investments, securities, bonds, moneys, stocks, prom- 
issory notes and bills owned by the company. All 
changes of such securities shall be made by them, and 
they shall keep a record of their proceedings in full and 
report the same at the regular meeting of the Board of 
Directors or any special meeting called therefor. 

Sec. 3. The Finance Committee shall audit and ex- 
amine all the bills for supplies furnished to the company 
of every nature or description, shall recommend to tlje 
Board of Directors, the amount of salaries to be paid to 
all officers of the company, and shall have power to pass 
upon all contracts in which the company has not re- 
served the right to cancel same by giving a notice of 
sixty days, and shall report all such matters to the Board 
of Directors at a regular or special meeting thereof. 

Sec. 4. All moneys received by the company and all 
securities held or owned by it shall be deposited in the 
name of the company in such banks, trust companies or 
safe deposit vaults as shall be designated by the Finance 
Committee subject to the approval of tbe Board of Direc- 
tors. 

Sec, 5. The Finance Committee shall meet once 
every two weeks, or as often as the business of the com- 
pany may require. 

Sec. 6. The Finance Committee shall direct and 
supervise the bonding of such officers and employes in 
such sums as may in its judgment be satisfactory for the 
faithful discharge of their duties. 

Article XIII. 

AUDITING COMMITTEE. 

Section 1. The Auditing Committee shall consist of 
five directors, no one of whom shall be a member of the 
Finance Committee. 



26 American Union Life Insurance Company. 

Sec. 2. It shall be the duty of the Auditing Com- 
mittee to examine the several quarterly reports and the 
annual report of the company, and to make examinations 
of the books and records of the company at such times 
as they may deem proper. 

Sec. 3. The annual report, certified by the Auditing 
Committee, shall be entered by the Secretary, upon the 
minutes of the Board of Directors. 

Article XIV. 

DUTIES OF THE EXECUTIVE COMMITTEE. 

Section 1. The Executive Committee shall consist 
of seven members, of which the President, Treasurer and 
Secretary shall be three, and four members selected from 
the Board of Directors, who are not officers of the com- 
pany nor members of any of its other standing commit- 
tees. 

Sec. 2. The Executive Committee shall assist the 
President in general management and supervision of the 
affairs of the company, in the employment of its servants 
and employes other than officers, and shall examine from 
time to time the condition of its affairs ; and shall have 
general charge of all matters relative to the expense of 
the company, not otherwise specifically delegated. 

Sec. 3. No contract, other than insurance, shall be 
entered into without the authority of the Executive Com- 
mittee, in which the company has not reserved the right 
to cancel same by giving a notice of sixty days. 

Article XV. 
duties of the insurance committee. 

Section 1. The Insurance Committee shall consist 
of five members and the President ex officio. 

Sec. 2. The Insurance Committee shall pass upon 
all applications for the issuance of policies or contracts 
of life insurance and annuities, and no policy or con- 
tracts of insurance shall be issued by this company, un- 



American Union Life Insurance Company. 27 

til the application for the same shall have been stamped 
"Approved" by this Committee. 

Sec. 3. The Insurance Committee shall receive, ex- 
amine and consider proofs and evidence relating to 
death claims, and report their conclusion to the Execu- 
tive Committee and, in case of doubt, to the Board of 
Directors. 

Sec. 4 The Insurance Committee shall advise with 
the officers and Medical Director as to what will best 
conserve the interests of the compan}^, shall determine 
the maximum commissions to be paid to agents for bro- 
Tcerages or renewals, and determine the maximum insur- 
ance that shall be issued with safety upon a single life, 
and shall make such other regulations as to classes of 
risks to be taken and the territory to be covered, as shall 
appear to them to be for the best interests of the com- 
pany. 

Article XVI. 

SIGNING OF checks. 

Section 1. All checks and drafts drawn by the com- 
pany shall be signed by the President jointly with the 
Treasurer or Secretary. 

Article XVII. 

FORM OF CORPORATE SEAL. 

Section 1. The corporate seal shall be circular in 
form, bearing the inscription : "American Union Life 
Insurance Company, incorporated, 1894," and on the 
center of the seal the vignette which appears on the first 
page of the policies of insurance issued by the company. 

Article XVIII. 

DEPOSIT OF securities. 

Section 1. All securities placed in safe deposit 
vaults shall be in a safe standing in the name of the 
company. Access to such securities may be had by any 
two or more of the following officers : President, Treas-- 



28 American Union Life Insurance Company. 

urer, Comptroller and the Chairman of the Finance 
Committee. 

Article XIX. 

TRANSFER BOOKS. 

Section 1. The Stock Transfer books for the capi- 
tal stock of this company shall be closed fifteen days be- 
fore its annual election, and an equal number of days 
immediately preceding the payment of any dividend on 
its capital stock. 

Article XX. 

AMENDMENTS. 

Section 1. These By-Laws may be altered or 
amended at any regular meeting of the Board of Direc- 
tors by a two-thirds vote of those present, provided a 
written notice containing the proposed alteration or 
amendment is duly mailed, ten days prior to such meet- 
ing, to each Director at his last known address as it ap- 
pears upon the books of the company. 



Berkshire Life Insurance Company. 39 



CHARTER AND BY-LAWS OF THE BERKSHIRE 
LIFE INSURANCE COMPANY. 

Commonwealth of Massachusetts. In the year one 
thousand eight hundred and fifty- one. An act to in- 
corporate the Berkshire County Mutual Life Insurance 
Company. 
Section 1. George M. Briggs, James E. Marshall, 
Theodore Pomeroy, George W. Platner, Phineas Allen, 
Jr., J. Marshall Crane, James D. Colt 2nd, George J. 
Tucker, Benjamin F. Johnson, Daniel B. Fenn, J. C. 
Goodrich, Henry L. Sabin, John C. Russell and William 
T. Filley, their associates and successors, are hereby 
made a corporation, by the name of the "Berkshire 
County Mutual Life Insurance Company," to be located 
in the town of Pittsfield, for the purpose of making in- 
surance on the lives, with all the powers and privileges, 
and subject to all the duties, liabilities and restrictions 
set forth, in the forty- fourth chapter of the Revised 
Statutes. 

Sec. 2. There shall be an original guarantee capital 
stock, subscribed to the said corporation, which shall be 
one hundred thousand dollars, to be divided into shares 
by the corporation, half of which shall be paid in, in 
money, before the said corporation shall go into opera- 
tion for the purpose of making insurance ; the other half 
of the said stock may be called for by the directors from 
time to time, when they deem it necessary or expedient, 
and shall be paid in by the holders of the stock, which, 
shall always stand pledged to the corporation, for all 
such assessments so called for. 

Sec. 3. At the first meeting of the corporation a 
number of directors, not less than twelve, shall be cho- 



30 Berkshire Life Insurance Company. 

sen by the subscribers to the guarantee stock, who shall 
hold their offices for one year, and until others shall be 
chosen in their stead. At all subsequent elections of 
directors, the number shall be such as may have been 
provided for by a previous vote of the directors, or by- 
law of the corporation ; and in case of no provision on 
this subject, the number shall be the same as at the first 
election, one-half of whom shall be elected by the sub- 
scribers to the guarantee stock, and the other half by 
the assured, not being holders of the guarantee stock, 
voting in separate bodies. The directors shall all be 
either stockholders or assured, and in ceasing to be such, 
shall cease to hold the said office. 

Sec. 4. Whenever the net surplus receipts of the 
said corporation over the losses and expenses, and after 
providing for risks, shall be sufficient for the purpose, 
the stockholders shall be entitled to an annual dividend 
of 7 per cent, or to such less dividend as may be 
agreed on at the time of subscribing for the stock, and 
in case of such dividend not being made in any one year, 
it shall be made good at a subsequent period, when the 
net resources of the company shall be sufficient for pay- 
ing the same. 

Sec. 5. The funds of the said corporation shall be 
invested in such purchases and loans as are permitted 
to savings banks, in the seventy-eighth and seventy- 
ninth sections of the thirty-sixth chapter of the revised 
statutes, and in the forty-fourth chapter of the acts of 
the year one thousand eight hundred and forty-one. 
The said company may hold real estate to the amount 
of ten thousand dollars for the purpose of securing suit- 
able offices for the institution. 

Sec. 6. After providing for risks, losses, incidental 
expenses and dividends as aforesaid, the directors shall 
set apart one-quarter of the estimated surplus funds and 
receipts as a reserve fund, to be applied to the redemp- 
tion of the guarantee stock ; and whenever after the ex- 
piration of ten years from the time of organizing the 
company, the amount of such fund shall be sufficient for 



Berkshire Life Insurance Company. 31 

the purpose, and the assured shall vote to redeem the 
said guarantee stock, the same shall be redeemed. 

Sec. 1. Upon the redemption and extinction of the 
guarantee stock, under the provision of the sixth sec- 
tion, the Directors shall be chosen by the assured. 

Sec. 8. At the expiration of every five years from 
the time of the organization of the company, the re- 
maining three-quarters of the estimated surplus funds 
and receipts shall be reimbursed to and among the as- 
sured, in proportion to the whole amount of premiums 
paid during the preceding five years. 

Sec. 9. The said corporation shall on the third 
Monday of January in each year, pay over to the Trus- 
tees of the Massachusetts General Hospital, one third 
of the net profits if any, which shall have arisen from in- 
surance on lives made during the preceding year. 

House of Representatives, May 10, 1851. Passed 
to be enacted. N. P. Banks, Jr., Speaker. 

In Senate, May 14, 1851. Passed to be enacted. 

Henry Wilson, President 

May 15, 1851. Approved. George S. Boutwell. 

Change of Name of Company. Commonwealth of 
Massachusetts. In the year one thousand eight hun- 
dred and fifty-five. 

Section 1. The Berkshire County Mutual Life In- 
surance Company are hereby authorized to take the 
name of the Berkshire Life Insurance Company. 

Sec. 2. This act shall take effect from and after its 
passage. 

House of Representatives, April 3C, 1855. Passed 
to be enacted. Daniel C. Eddy, Speaker, etc. 

In Senate, May 1, 1855. Passed to be enacted. 
Henry W. Benchley, President. 

May 3, 1855. Approved. 

(Signed) Henry J. Gardner. 

Authorized to redeem its Guarantee Stock. Com- 
monwealth of Massachusetts. In the year one thousand 
eight hundred and sixty-three, 



32 Berkshire Life Insurance Company. 

Section 1. The Berkshire Life Insurance Company 
is hereby authorized whenever so directed by a vote of 
the assured, to redeem at par and extinguish all or any 
part of its original guarantee capital stock, and to appro- 
priate for this purpose so much of its funds as may be 
necessary. 

Sec. 2. This act shall take effect upon its passage. 

House of Representatives, February 27, 1863. 
Passed to be enacted. Alex. H. Bullock, Speaker. 
In Senate, February 28, 1863. Passed to be enacted. 

J. E. Field, President. 

March 3, 1863. Approved. John A. Andrew. 

(Dividends to be made Quinquennially.) 

Commonwealth of Massachusetts. In the year one 

thousand eight hundred and sixty-four. 

Section 1. At the expiration of every five years 
from the time of organization of the Berkshire Life In- 
surance Company, the remaining three-quarters of the 
estimated surplus funds and receipts shall be reim- 
bursed equitably to and among the assured in propor- 
tion to their contributions to the same, reckoning as 
contributions: First, the excess of the actual premium 
over that required by the rate of mortality agreeing 
most nearly with the actual experience of the company 
and the assumed rate of interest accumulated at the cur- 
rent rate of interest. Second the excess of interest over 
the assumed rate thereon the net value of the policy 
from year to year, also accumulated at current interest. 

Sec. 2. The eighth section of chapter one hundred 
and forty of the acts of the year eighteen hundred and 
fifty-one is hereby repealed. 

Sec. 3. This act shall take effect when accepted by 
the assured at a meeting of said company held for that 
purpose. 

House of Representatives, April 2, 1864. Passed 
to be enacted. Alex. H. Bullock, Speaker. 



Berkshire Life Insurance Company. 33 

In Senate, April 4, 1864. Passed to be enacted. 

J. E. Field, President. 
April 5, 1864. Approved. John A. Andrew. 

(Authorized to purchase Real Estate.) 
Commonwealth of Massachusetts. In the year one 
thousand eight hundred and sixty-six. 
The Berkshire Life Insurance Company is hereby 
authorized to purchase and hold real estate to an 
amount not exceeding seventy-five thousand dollars ; 
provided that no part of said amount shall be invested 
in real estate except in the purchase of a suitable site 
and the erection or preparation of suitable buildings to 
be used wholly or in part for the purpose of said com- 
pany; and all income, if any, arising from such real 
estate, shall be devoted exclusively to the interests of 
said company. 

February 20, 1866. Approved. 
(Signed) Alex. H. Bullock. 

BY-LAWS. 

1. The annual meeting of the corporation shall be 
held at the office of the company, in Pittsfield, on the 
first Monday after the 15th day of September in every 
year, for the choice of Directors and the transaction of 
other business. 

2. The regular meetings of the Board of Directors 
shall be held on the same day of the annual meeting, 
and on the first Monday of December, March, June and 
September, at the office of the company in Pittsfield ; 
and five members of the board shall constitute a quorum 
for the transaction of business ; but meetings may be 
adjourned by those present, or by the Secretary. 

A special meeting of the board may also be called 
by the President and Secretary by giving notice to each 
member at least three days before such meeting. 

3. The Board of Directors shall appoint and regu- 
late the salaries of all officers, also employ clerks and 
agents, and require them to give such bonds as they 
deem advisable, 



34 Berkshire Like Insurance Company. 

4. The President shall preside at the meetings of 
the Board of Directors and of the corporation. 

5. The Vice President shall perform the duties of 
the President in his absence. 

6. The Secretary of the board shall be Clerk of the 
corporation, and shall give notice of the annual meet- 
ings by publishing the same in two newspapers of Pitts- 
field, ten days at least before the meeting. Similar 
notice shall be given of any meeting for the alteration 
of the By-Laws, or to fill vacancies in the board. He 
shall have general charge of the books and papers be- 
longing to the company, and do all its writing in regard 
to its business matters. 

7. The examining physicians shall perform such 
services in the line of their profession, and at such times 
as the Board of Directors may require. 

8. The President, Vice President, Treasurer and 
four members of the Board of Directors, chosen by the 
board, shall constitute the Financial Committee, five of 
whom shall reside in Pittsfield. Three of the number 
may do business, provided they all concur. They shall, 
under the provision of law and general supervision of 
the Board of Directors, invest the capital stock and 
other funds of the company, and keep the same safely 
invested. When the interests of the company demand 
it, they may collect or sell the stock or securities on 
hand, or any part of them, and invest anew the proceeds. 
They shall also examine and settle all accounts and 
charges against the company. They shall also keep 
minutes of their proceedings at their meetings of busi- 
ness, in books kept for that purpose, which shall be 
kept in common with other books of the company. 
Their regular meetings shall be held on the last Monday 
of every month, at the office of the company in Pitts- 
field. 

9. All policies, conveyances, deeds, etc., shall be 
signed by the President and countersigned by the Sec- 
retary. 

10. No policy shall be issued on a single life for a 



Berkshire Life Insurance Company. 35 

greater amount than twenty thousand dollars ; and no 
policy shall take effect or be binding until the premium 
is paid to the company or an accredited agent. 

11. If any person procuring a policy, and becoming 
obligated to this company for premiums or interest, by 
note or otherwise, shall fail to pay at the time appointed, 
or shall fail to pay such assessments upon notes or other 
obligations as may be demanded, or shall otherwise fail 
to comply with the terms of the contract, such policies 
shall be therefore void, and all premiums or interest 
then due, and all payments previously made shall be 
forfeited to the company. 

12. The stock of the company subscribed as guar- 
antee capital shall be divided into shares of one hundred 
dollars each. Each share shall entitle the holder to one 
vote, but no stockholder shall in his own right carry 
more than thirty votes. 

13. Voters may delegate their right by a written 
proxy, which shall be filed in the office of the company. 

14. The half of the guarantee capital stock which is 
required to be paid in in money before the corporation 
shall go into operation for the purpose of making in- 
surance, shall always stand pledged as security for any 
part or all of the remaining half, which may be called 
for by the Directors at any time before the same shall 
be redeemed. 

15. At the expiration of every five years from the 
time of the organization of this company, the remaining 
three-quarters of the surplus funds and receipts, which 
are not reserved according to section sixth of the char- 
ter, shall be divided among the assured who hold life 
policies, in proportion to the whole amount of premi- 
ums paid during the preceding five years. (Marked 
"Changed.") 

16. In case persons who are insured in this com- 
pany shall, without the written consent of the company, 
visit those parts of the United States which lie south of 
the southern boundaries of Virginia and Kentucky, be- 
tween the first of June and the first of November, or 



3G Berkshire Life Insurance Company. 

shall without such previous consent enter into any 
military or naval service whatsoever (the militia not in 
actual service excepted) or shall without such previous 
consent, be employed as an engineer or fireman in 
running a locomotive or steamer, or in the manufacture 
or transportation of gunpowder, or employed in a coal 
mine, or shall become so far intemperate as to impair 
their health or induce delirium tremens, or shall die by 
their own hands, or in consequence of a duel, or by the 
hands of justice, or in the known violation of any law of 
the States or of the United States, or the British 
Provinces, their policy shall be void, null and of no 
effect. 

17. All persons whose lives are insured in this com- 
pany are permitted to travel on any of the regular mail 
routes and coast routes in the United States and Terri- 
tories (except not to go south of the southern boundary 
line of Virginia and Kentucky between the first of June 
and the first of November, without the written consent 
of the company) by steamboat or otherwise, and travel 
inland or on any of the northern or upper lakes by 
steamboats or other conveyances. 

18. No person shall be eligible as a director or offi- 
cer who is not interested in the guarantee stock to the 
amount of five hundred dollars, or is insured by policies 
of the company, or in shares and policies combined to 
the amount of one thousand dollars. 

19. All losses will be paid within three months after 
satisfactory proof is received at the office in Pittsfield. 

20. These laws may be amended or repealed by a 
majority vote of those present at any annual meeting, 
or meeting of the company called for that purpose, pro- 
vided notice thereof is given at least ten days before 
such meeting. 

Note. — Re section 9, Charter of Berkshire Life we 
quote the following letter : 



Berkshire Life Insurance Company. 87 

PiTTSFiELD, Mass., March 13, 1896. 
Mr. a. J Flitcraft, 

No. 609 Maple Ave., Oak Park, 111. 
Dear Sir: — In reply to your favor of the 11th, I would state that 
the provisions in the Charter, with reference to payments to the Mass- 
achusetts Hospital Life Insurance Company, never had any effect upon 
the Company, and that I have never had time to examine the Laws 
and Resolves annually passed by the General Court to ascertain the 
exact date when it was repealed. It was certainly repealed many 
years before my connection with the Company. 

Very truly yours, 

Jas, W. Hull, Sec'y. 



38 Brooklyn Life Insurance Company, 



CHARTER AND BY-LAWS OF THE BROOKLYN 
LIFE INSURANCE COMPANY. 

DECLARATION. 

We, the undersigned corporators, do hereby declare 
our intention to form an incorporated company, under 
and pursuant to the provisions of the act of the Legisla- 
ture of the State of New York, entitled "An Act to pro- 
vide for the Incorporation of Life and Health Insurance 
Companies, and in relation to Agencies of such Compa- 
nies," passed June 24, 1853, and the amendments there- 
to, and we do hereby adopt the foIlt)wing 

CHARTER. 
Article I. 

OF THE NAME OF THE COMPANY. 

The name of the company shall be "The Brooklyn 
Life Insurance Company." 

Article II. 

OF THE PLACE WHERE THE COMPANY IS TO BE LOCATED." 

The company shall be located, and the principal of- 
fice for the transaction of its business, shall be in the 
City of Brooklyn. 

Article III. 

OF THE KIND OF BUSINESS TO BE UNDERTAKEN. 

Section 1. This company will undertake to make 
insurance on the lives of individuals, and every insurance 
pertaining thereto or connected therewith, and to grant, 
purchase, or dispose of annuities. 



Brooklyn Life Insurance Company. 39 

Sec. 2. The insurance business of this company 
shall be conducted on the principle of giving to policy 
holders an interest in the profits of the company, as is 
hereinafter provided, unless it shall be otherwise agreed 
between the company and the insured. 

Sec. 3. The company may purchase for its own 
benefit, any policy of insurance, or other obligation of 
the company, growing out of its business, and also, any 
claims of policy holders, or any of its outstanding scrip. 

Article IV. 

OF THE MODE AND MANNER IN WHICH THE POWERS OF THE 
COMPANY ARE TO BE EXERCISED. 

Section 1. The corporate powers of this company 
shall be vested in a Board of Directors and shall be ex- 
ercised by such board, and by such ofificers and agents 
as they may appoint and empower: 

The Board of Directors shall consist of not less than 
twenty, nor more than forty persons, a majority of whom 
shall be citizens of the State of New York, and each of 
whom shall hold at least five shares of the capital stock 
of the company. 

Sec. 2. The Board of Directors shall provide, in 
and through a by-law, what number of the Board of Di- 
rectors, less than a majority, but not less than seven, 
shall constitute a quorum of the board for the transac- 
tion of business, and until the board shall so provide, 
any number not less than seven shall constitute such 
quorum. 

Sec. 3. The Board of Directors shall have power 
to determine the rates of premium for insurance, and the 
amount that may be insured on any one life, and they 
shall also have power to make such by-laws, rules and 
regulations, as they may deem suitable and necessary to 
promote the interest of the company, and not inconsist- 
ent with the provisions of this charter, and the same to 
alter, amend, repeal or add to at pleasure, provided, 
however, that no by-law shall be altered or repealed, nor 



40 Brooklyn Life Insurance Company. 

shall any new by-law be adopted, except by a vote of a 
majority of the directors, nor until after notice of any 
proposed alteration or repeal of any existing by-law, or 
of any proposed new by-law, shall have been previously 
given in writing at one of the stated or regular meetings 
of the Board of Directors. 

Sec. 4. The Board of Directors shall possess and 
exercise all other powers usually vested in the directors 
or trustees of life insurance companies, which are con- 
sistent with the provisions of this charter, and with the 
law of the State of New York. 

Sec. 5. The Board of Directors may accept and 
exercise any additional powers and privileges which any 
life insurance company may be authorized by the legis- 
lature of the State of New York at any time to exercise. 

Article V. 

OF THE ELECTION OF DIRECTORS AND OFFICERS. 

Section 1. The following named persons, together 
with such other persons as they shall select, not exceed- 
ing forty in all, shall constitute the first Board of Di- 
rectors of this company, viz.: Christian W. Bouck, 
Augustus E. Masters, Effingham H. Nichols, Arnold A. 
Lewis, Henry D. Van Orden, Richard B. Duyckinck, 
D. N. Barney, Daniel S. Arnold, G. Merle, George E. 
Brown, Silas C. Hay, Amos F. Hatfield, Alfred M. 
Wood, Charles Barker, Curtis Noble, William H. Lyon, 
Edward Anthony, Hosea Birdsall, Samuel S. Powell, 
Augustus- Ford, H. D. Walbridge, Michael Chauncy, 
Thomas Rowe, Charles P. Thayer, H. R. Pierson, Jona- 
than D. Steele, M. Beeman, J. K. Olwine, who shall 
hold their offices until others shall be elected in their 
places, as herein provided. 

In case either of the aforesaid persons shall decline 
or be ineligible to serve as a director, the remaining di- 
rectors, acting as a board, shall have power to fill any 
vacancy or vacancies thus created. 

The Board of Directors shall divide themselves by 



Brooklyn Life Insurance Company. 41 

lot into four equal classes ; the term of the first class 
shall be one year ; that of the second class, two years; 
that of the third class, three years ; and that of the 
fourth class, four years ; and thereafter there shall be 
elected annually, one-fourth of the whole number of 
directors, who shall hold office for four years. In case 
of a failure to elect directors at any annual meeting of 
the company, the directors whose regular term of office 
does not then expire, shall have power, acting as a 
board, to elect directors to fill the vacancies caused by 
such failure to elect; and in case of any vacancies oc- 
curring in the board at any time, the Board of Directors 
shall have the power to fill such vacancies. 

Sec. 2. Every election of directors shall be held at 
the office of the company, in the City of Brooklyn, at 
such time, in the month of May of each year, as the 
board shall direct. Notice of every such election shall 
be published for ten days immediately preceding the 
day of election in two daily newspapers, viz.: in one pub- 
lished in the City of Brooklyn, and one published in the 
City of New York. All such elections shall be by ballot, 
and a plurality of votes shall elect. 

Sec 3. The Board of Directors shall appoint three 
inspectors at each annual election; in case either of the 
persons so appointed shall decline or omit to serve, the 
President of the company shall have power to appoint 
others to supply their places. 

Sec. 4. At every election of directors, each stock- 
holder shall be entitled to vote in person, or by proxy, 
on each share of stock owned and held by him, in his 
own right, for not less than twenty days previous to 
such election, and any person insured for life, paying to 
the company a premium of at least eighty dollars per 
annum, or who shall be entitled to an annuity of not less 
than eighty dollars per annum, shall be entitled to one 
vote, but such vote shall be given personally and not by 
proxy. 

Sec. 5. The Board of Directors shall, at their first 
meeting, and thereafter at the first meeting of the board 



42 Brooklyn Life Insurance Company. 

after each annual election of directors, elect one of their 
number President, who shall hold office one year, and 
until the election of his successor; they may also elect 
one of their number Vice President, if they shall at any 
time deem it expedient, or they may elect a President 
pro tempore, at any time when the President or Vice 
President are absent or unable to act. 

Sec. 6. The Board of Directors shall have power to 
appoint a Secretary, and such other officers, clerks and 
agents, as they shall deem necessary for the business of 
the company, and to remove the same at pleasure. 

Article VI. 

OF THE AMOUNT OF CAPITAL TO BE EMPLOYED, AND OF 
THE CAPITAL STOCK. 

Section 1. The capital stock of the company shall 
be one hundred and twenty-five thousand dollars, which 
shall be divided into shares of one hundred dollars 
each. The stock shall be transferable only on the 
books of the company in the manner which the board 
shall prescribe. 

Sec. 2. The holders of the capital stock shall be 
entitled to receive a semi-annual dividend not exceed- 
ing 3^ per cent, which dividend may be made payable 
at such time and in such manner as the Board of Di- 
rectors shall prescribe. They shall also be entitled to 
receive a sum not to exceed 20 per cent of the net 
profits of the compan}^ subject to the modification pro- 
vided for in Section 1, Article 7. 

Sec. 3. Christian W. Bouck, Augustus Ford and 
Samuel S. Powell are hereby appointed commissioners 
to open books for subscription to the capital stock of 
the company. They shall give at least three days' 
notice by advertisement in two daily newspapers, one 
to be published in the City of Brooklyn, and one in the 
City of New York, of the time when and the place or 
places where such books will be opened ; and they 
shall keep the books open until the full amount of one 



Brooklyn Life Insurance Company. 43 

hundred and twenty-five thousand dollars is subscribed. 
Two of such commissioners shall constitute a quorum. 

Article VII. 

OF THE OTHER PARTICULARS, SHOWING THE OBJECTS AND 

PURPOSES OF THE COMPANY, AND THE MANNER 

IN WHICH IT IS TO BE CONDUCTED. 

Section 1. The Board of Directors shall cause a 
statement of the affairs of the company to be made an- 
nually, which shall exhibit the amount of the surplus or 
net profits of the company as near as the same can be 
ascertained, after deducting interest, losses and ex- 
penses, and a sufficient sum to reinsure all the out- 
standing policies and to cover all the obligations of the 
company. The net profits, so ascertained, shall be 
apportioned as follows : Such proportion thereof as 
the Board of Directors shall determine, toward a re- 
served fund of two hundred thousand dollars, a propor- 
tion not exceeding one-fourth of the residue to the 
holders of the capital stock of the company, to be paid 
to them at such time and in such manner as the Board 
of Directors shall prescribe, and the remainder to the 
holders of policies for the whole term of life, who may 
be entitled to participate in the profits, for which the 
Board of Directors shall issue scrip. But when the 
accumulations of said company, including the two 
hundred thousand dollars reserved fund, shall amount 
to five hundred thousand dollars, then and thereafter, 
and until the capital stock shall be retired, as provided 
in Article 8, the holders of said capital stock shall re- 
ceive a semi-annual dividend of 6 per cent thereon, in 
lieu of the semi-annual dividend, and share in the profits 
provided for in Article 6, Section 2, of this charter. 

Sec. 2. In case of the death of any party insured, 
scrip for his ratable proportion of the profits which 
may have accrued previous to his death and since the 
last issue of scrip, shall, at the next succeeding term 
for issuing scrip, be awarded to his legal representative. 



44 Brooklyn Life Insurance Company. 

• Sec. 3. The Board of Directors may, in their dis- 
cretion, appl}' the profits that shall accrue over and 
above the proportion pa3'able to the stockholders and 
the amount set apart for the reserved fund, to the re- 
demption of the scrip, paying the same in the order of 
the dates of its issue respectivel)', but no fractional part 
of any issue or issues shall be redeemed. 

Sec. 4. The scrip shall be exhausted in the pay- 
ment of the liabilities of this compan}' before the guar- 
antee capital shall be impaired, and all scrip issued for 
profits shall contain a provision to this effect. 

Sec. 5. The Board of Directors shall have power in 
case of the nonpayment of the premiums when due, or 
of any other violation of the conditions of the policy of 
insurance, or of any other policy issued by the company, 
to declare such policy forfeited, and to cancel the same; 
in which case said policy and all payments made there- 
on shall be forfeited to the company, and all its obliga- 
tions under or by virtue of such forfeited policy what- 
soever, shall thereupon cease and become null and void; 
but such forfeiture shall not affect the rights of the 
holder of any scrip which may have been issued on 
account of the policy so forfeited. 

Sec. 6. The Board of Directors shall invest all the 
funds and accumlations of the company in bonds and 
mortgages on unincumbered real estate within the State 
of New York, worth at least 50 per cent more than the 
sum loaned thereon, or in the stocks of the United 
States, stocks of this State, or of any incorporated city 
in this State, if at or above par. 

Sec. Y. Any director may examine any books or 
vouchers belonging to the company at any time during 
office hours. 

Sec. 8. The Finance Committee of the company 
shall consist of the President and four other directors, 
under whose supervision all investments of the funds 
shall be made. No loan or investment shall be made 
except the same shall be authorized by the vote of a 
majority of the said committee at a meeting thereof. 



Brooklyn Life Insurance Company. 45 

Sec. 9. The fiscal year of the company shall com- 
mence on the first day of January, and terminate on the 
31st day of December in each year. 

Article VIII. 

OF THE RETIREMENT OF THE CAPITAL STOCK. 

Section 1. Whenever the accumulations of the 
company shall amount to five hundred thousand dollars, 
over and above said fund of two hundred thousand dol- 
lars, and over and above an amount sufficient to reinsure 
the outstanding risks of the company, and v/henever 
the company is duly authorized thereto by law, the 
Board of Directors may, in their discretion, retire the 
capital stock of the company by the payment to the 
Stockholders of the par value of the stock, out of and 
from said fund of tvi^o hundred thousand dollars, and the 
distribution among said stockholders, pro rata, of thp 
residue of said fund of two hundred thousand dollars, 
within six months after the annual valuation of the as- 
sests and liabilities of the compan\', shall make it ap- 
parent to the Superintendent of the Insurance Depart- 
ment of the State of New York, that the company's af- 
fairs are in a condition to provide for all its liabilities, 
to pay to the stockholders the par value of their stock, 
together with 'the residue of said fund of two hundred 
thousand dollars, and still hold assests, available, inde- 
pendent of future premiums, and other contingent in- 
come to the amount of five hundred thousand dollars. 

Sec. 2. In case the retirement of the capital stock 
should not be authorized by law within ten years from 
the issuing of the first policy of insurance, the aforesaid, 
reserved fund of two hundred thousand dollars shall be 
distributed as follows : Seventy-five thousand thereof to 
the stockholders pro rata, according to the amount of stock 
held by each and one hundred and twenty-five thousand 
to the holders of policies for life in said Company pro 
rata, according to the amount of each policy and the 
length of time for which the same has been outstanding. 



46 Brooklyn Life Insurance Company. 

In witness whereof, we, the undersigned corporators 
of said company, have hereunto subscribed our names, 
this twenty-first day of March, one thousand eight hun- 
dred and sixty-four. 

C. W. Bouck, Curtis Noble, Augustus E. Masters, 
Wm. H. Lyon, Effingham H. Nichols, Edward Anthony, 
Arnold A. Lewis, Hosea Birdsall, Henry D. Van Orden, 
Samuel S. Powell, Rich'd B. Duyckinck, Michael Chaun- 
cey, M. Beeman, Charles Barker, J. K. Olwine, x\ugustus 
Ford, Charles P. Thayer, Daniel S. Arnold, Silas C. 
Hay, D. N. Barney. 

State of New York, 



City and County of New York. '' 
On this twenty-fourth day of March, A. D. eighteen 
hundred and sixy-four, before me personally came the 
following named persons, and each and every of them 
to me known to be the persons described in, and who 
subscribed and executed the foregoing Declaration and 
Charter for the formation of a Life Insurance Company ; 
and who severally acknowledged to me the execution 
thereof by them for the uses and purposes therein con- 
tained to wit : Christian W. Bouck, Curtis Noble, 
Augustus E. Masters, "Wm. H. Lyon, Effingham H. 
Nichols, Edward Anthony, Arnold A. Lewis, Hosea 
Birdsall,' Henry D. Van Orden, Samuel S; Powell, Rich- 
ard B. Duyckinck, Michael Chauncey, M. Beeman, 
Charles Barker, J. K. Olwine, Augustus Ford, Charles 
P. Thayer, Daniel S. Arnold, Silas C. Hay, Danford N. 
Barney. 

B. F. Stiles, Notary Public. 



State of New York, , 

' ss. 



'A 

City and County of New York. ( 
Christian W. Bouck, of the City of Brooklyn, being 
sworn, says, that he personally knows the several per- 
sons hereinafter named, that he saw said persons sign 
their names to the foregoing Charter and Declaration, 
and that the signatures thereto are the genuine signa- 
tures of said persons, to wit : Christian W. Bouck, Cur- 



Brooklyn Life Insurance Company. 47 

tis Noble, Augustus E. Masters, Wm. H. Lyon, Effing- 
ham H. Nichols, Edward Anthony, Arnold A. Lewis, 
Hosea Birdsall, Henry D. Van Orden, Samuel S. 
Powell, Richard B. Duyckinck, Michael Chauncey, M. 
Beeman, Charles Barker, J. K. Olwine, Augustus Ford, 
Charles P. Thayer, Daniel S. Arnold, Silas C. Hay, Dan- 
ford N. Barney. 

C. W. BoucK. 
Sworn before me this 24th day of March, 1864. 
B. F. Stiles, Notary Public. 

Attorney General's Office, 

Albany, March, 28, 1864. 
I do hereby certify that I have examined the fore- 
going charter of The Brooklyn Life Insurance Com- 
pany, and that I find the same to be made in accord- 
ance with the requirements of the act entitled "An act 
to provide for the incorporation of life and health insur- 
ance companies and in relation to agencies of such 
companies," passed June 24, 1853, and the several acts 
amendatory thereof, and not inconsistent with the con- 
stitution or laws of this State or of the United States. 
S. H. Hammond, Dep. Attorney General. 

To Hon. William Barnes, 

Sup. Insurance Department. 

The Brooklyn Life Insurance Company having com- 
plied with the provisions of Chapter 583 of the laws of 
1881, Section 1, of Article 4 of said company's charter, 
is hereby amended so as to read as follows : 

"The corporate powers of this company shall be 
vested in a Board of Directors and shall be exercised 
by such board, and by such officers, and agents as they 
may appoint and empower. 

"The number of persons constituting the present 
board shall be reduced to twenty as vacancies occur by 
death, disqualification, resignation or otherwise, and 
thereafter the Board of Directors shall consist of not 
less than thirteen, nor more than twenty persons, a 
majority of whom shall be citizens of the State of New 



48 Brooklyn Life Insurance Company. 

York, and each of whom shall hold at least five shares 
of the capital stock of the company." 

Chapter 113. 

AN ACT to amend the charter of the Brookly Life In- 
surance Company. Passed April 25, 1867. 
The people of the State of New York represented in 
senate and assembly, do enact as follows : 

Section 1. Article 2 of the charter of the Brooklyn 
Life Insurance Company is hereby amended, by strik- 
ing out the word " Brooklyn " and inserting in place 
thereof " New York " so that it shall read: " The com- 
pany shall be located, and the principal office for the 
transacion of business shall be in the city of New York. 

2. Section 2 of Article 6 of said chapter is here- 
by amended so as to read as follows : 

"2. The holders of the capital stock shall be en- 
titled to receive a semi-annual dividend, not exceeding 
3)4 per cent, which dividend may be made payable at 
suchjjtime and in such manner as the Board of Direct- 
ors shall prescribe. They shall also be entitled to re- 
ceive a sum not to exceed 20 per cent of the net profits 
of the Company." 

3. Section 1 of article 7 is hereby amended so as to 
read as follows : 

" 1. The Board of Directors shall cause a statement 
of the affairs of the company to be made annually, which 
shall exhibit the am_ount of the surplus or net profits of 
the company, as near as the same can be ascertained, 
after deducting interest, losses and expenses, and a suf- 
ficient sum to reinsure all the outstanding policies of the 
company, and to cover all the other obligations of the 
company. The surplus or net profits so ascertained 
shall be apportioned as follows: The holders of the 
capital stock shall be entitled to received a semi-annual 
dividend not exceeding 3j4 per cent, payable at such 
time and in such manner as, the Board of Directors shall 
prescribe. They shall also be entitled to receive a sum 
not exceeding 20 per cent of the net profits of the com- 



Brooklyn Life Insurance Company. 49 

pany; the remainder to the holders of policies who may 
be entitled to participate in the profits." 

4. Sections 2, 3, and 4 of Article 1 are hereby re- 
pealed. 

5. Section 5 of Article 1 is hereby amended so as to 
read as follows: 

"5. The Board of Directors shall have power, in case 
of the nonpayment of the premiums when due, or of any 
other violation of the conditions of the policy of insur- 
ance, or of any other policy issued by the company, to 
declare such policj' forfeited, and to cancel the same, in 
which case said policy, and all payments made thereon, 
shall be forfeited to the company, and all its obligations 
under, or by virtue of such forfeited policy whatsoever, 
shall thereupon cease and become null and void. 

6. Sections 1 and 2 of Article 8 are hereby repealed. 
"7. But nothing in this act contained shall be taken 

or held to impair or affect any policy, contract, scrip or 
liability of the said company. And the said company 
shall, in its actings and doings under its charter, keep, 
perform and fully meet all contracts and liabilities in 
law or equity, notwithstanding anything in this act con- 
tained. 

Chapter 203. 

AN ACT to amend Chapter VY3 of the laws of eighteen 
hundred and sixt3'-seven, entitled " An Act to Amend 
the Charter of the Brooklyn Life Insurance Com- 
pany." Passed April 29, 1875. 

The People of the State of New York, represented 
in Senate and Assembly, do enact as follows : 

Section 1. Section 2 of Chapter seven hundred and 
seventy three of the laws of eighteen hundred and sixty- 
seven, entitled "An act to amend the charter of the 
Brooklyn Life Insurance Company," passed April 
twenty-fifth, eighteen hundred and sixty-seven, is here- 
by amended so as to read as follows : 

" 2. Section 2 of Article 6 of said charter is hereby 
amended so pis to read as follows ; 



50 Brooklyn Life Insurance Company. 

"2. It shall not be lawful for the Board of Directors 
of the Brookl}^ Life Insurance Company, hereafter to 
declare, or to pay to the holders of its capital stock an 
amount exceeding 5 per centum semi annually on the 
stock held by them respectively. 

3. Section 3 of said act is hereby amended so as to 
read as follows : 

"3. Section 1 of Article 1 is hereby amended so as 
to read as follows : 

" 1. The Board of Directors shall cause a statement 
of the affairs of the company to be made annually, which 
shall exhibit all its assets and liabilities, present and 
contingent; also the net surplus after reserving a sum 
sufficient to provide for all liabilities. The surplus thus 
found shall be divided among the holders of policies en- 
titled to participate therein." 

3. This act shall take effect immediately. 

Form 103. | 
State of New York. >- 
Office of the Secretary of State. ) 
I have compared the preceding copy of , Chap- 
ter 113, laws of 1867, and Chapter 203, laws of 1875, 
with the original laws on file in this office, and do here- 
by certify that the same is a correct transcript there- 
from, and of the whole thereof. 

Given under my hand and the seal of office of the 
Secretary of State, at the City of Albany, this nineteenth 
day of February, in the year one thousand eight hundred 
and ninety-two. 

Frank Rice, Secretary of State. 



BY-LAWS. 
Article I. 

ANNUAL ELECTION. 

Section 1. The election of directors of this com- 
pany shall be held annually on the first Monday in May, 



Brooklyn Life Insurance Company. 51 

at the office of the company in the Citj'^ of New York, be- 
tween the hours of 9 and 10 A. M. Notice thereof shall 
be published for ten days next preceding the day of elec- 
tion, in two daily newspapers published respectively in 
the City of Brooklyn and in the City of New York. 

Sec. 2. Three Inspectors of Election shall be ap- 
pointed by the Board of Directors at each regular annu- 
al meeting. In the failure of one or more of the inspec- 
tors to act — whether by absence, death or otherwise — 
such vacancies shall be filled by the President. 

Article II. 

MEETINGS OF THE BOARD. 

Section 1. The directors shall hold their regular 
meetings at the office of the company in the months of 
January, May, July, and October of each year, notice of 
which shall be given to the directors in writing at least 
three days prior to such meetings. Seven members 
shall constitute a quorum of the board for the transac- 
tion of business. 

Sec. 2. Special meetings may be called by the 
President, and it shall be his duty to call a meeting at 
any time on a written request signed by five directors ; 
notice thereof shall be given as provided in Sec. 1. 

Sec. 3. At all stated meetings of the board, the fol- 
lowing shall be the order of business : 

Roll call. 

Reading and approving of the minutes. 

Reports of the officers. 

Reports of the Standing Committees. 

Reports of Special Committees. 

Unfinished business. 

New business. 

Article III. 

election and appointment of officers. 

Section 1. The board shall annually elect — by bal- 
lot — one of their number to be President, and another to 



53 Brooklyn Life Insurance Company. 

be Vice President. The board shall appoint a Secre- 
tary, an Actuary or a Consulting Actuary, a Counsel, and 
such other officers or employees as the interests of the 
company may require. 

Article IV. 

DUTIES OF OFFICERS. 

Section 1. The President shall preside at all meet- 
ings of the directors, and shall be a member of all the 
standing committees. He shall have the general direc- 
tion and supervision of the business and estate of the 
company and shall, at each stated meeting of the board, 
present a report of the business and affairs of the com- 
pany for the previous quarter ; he shall have the custo- 
dy of the corporate seal, and shall affix the same to all 
deeds, conveyances, or articles, as he maybe authorized 
by vote of the Board of Directors, or by a Standing Com- 
mittee thereof; he shall have charge of all moneys and 
assets of any and every kind belonging to the companj'; 
he shall — with the duly recorded assent of the Finance 
Committee — transfer stocks, make or call in invest- 
ments, and execute any other conveyance of the person- 
al or real estate of the company ; he shall sign all checks, 
collect the interest due on the investments of the com- 
pany, and execute all such contracts, policies and other 
papers as may be necessary in the transaction of the 
business of the company; and satisfy mortgages. 

Sec. 2. The Vice President shall, in case of the ab- 
sence of the President, if necessary, perform the duties 
of President ; and in case of the absence or inability of 
both the President or Vice President, the board shall ap- 
point a President /r(? iem. 

Sec. 3. The Secretary shall keep the books and ac- 
counts of the company; he shall countersign all checks 
and policies; he shall keep full minutes of the meetings 
of the board, and of all committees ; he shall prepare and 
sign all necessary papers and reports, and discharge all 
other duties usually devolving on that office. In case of 



Brooklyn Life Insurance Company. 53 

the absence of the Secretary or his inability to perform 
his duties, the President shall have power to appoint 
from among the directors an acting Secretary, who shall 
perform the duties of the Secretary during such absence 
or inability. 

Sec. 4. It shall be the duty of the counsel to give 
such legal advice and assistance as may at any time be 
solicited by the board, committees, or the officers of the 
company; to pass the titles of all properties owned or 
loaned upon by the company; and to prepare such deeds, 
mortgages, bonds and other papers as the legal business 
and the interests of the company may require. 

Article V. 

COMMITTEES. 

Section 1. The following Standing Committees 
shall be appointed by the board, and shall hold office for 
one year and until the appointment of their successors, 
viz.: 

1st. An Executive Committee, to consist of the 
President and neither less than three nor more than six 
directors. , 

2d. A Finance Committee, to consist of the Presi- 
dent and four directors. 

3d. An Auditing Committee, to consist of not less 
than three nor to exceed seven directors. 

A majority of any committee shall constitute a quo- 
rum. Regular minutes shall be kept of the proceedings 
of all Standing and Special Committees, and shall be 
submitted for approval at the first regular meeting of 
the board thereafter. All business of these committees 
must be transacted at regular or special meetings. 

Sec. 2. The Executive Committee shall examine 
and pass upon all proofs of losses by death. 

Sec. 3. The Finance Committee shall have the di- 
rection of the investing of the funds, and of the pur- 
chase, sale, transfer or change of the investments of the 
company. They shall pass upon the financial exhibit of 



54 Brooklyn Life Insurance Company. 

the company monthly. They shall examine the assets 
thoroughly at least once in each year, and as much 
oftener as they may deem expedient. 

Sec. 4. The Auditing Committee shall examine the 
assets quarterly. 

Article VI. 

These by laws may be altered, repealed or amended 
by a vote of a majority of the directors, provided notice 
of any proposed alteration or repeal of any existing by- 
law, or of any proposed new by-law, shall have been 
previously given in writing at one of the stated or regu- 
lar meetings of the Board of Directors. 



Connecticut Mutual Life Insurance Company. 55 



\ 



CHARTER AND BY-LAWS OF THE CONNECTI- 
CUT MUTUAL LIFE INSURANCE COMPANY. 

At a General Assembly of the State of Connecti- 
cut, holden at New Haven in said State, on the first 
Wednesday of May, in the year of our Lord one thou- 
sand eight hundred and forty-six. Resolved by this 
assembly. 

Section 1. That Edson Fessenden, Richard M. 
Brown, E. O. Goodwin, E. B. Pratt, David S. Dodge, 
Guy R. Phelps, Thompson J. Work, L. B. Goodman, 
Hoyt Freeman, and James A. Ayralt, and all others who 
may become members or associates with them as herein- 
after provided, and their successors forever, be and they 
hereby are created, ordained, constituted and declared 
to be a body corporate and politic by the name of the 
Connecticut Mutual Life Insurance Company, to be lo- 
cated in the city of Hartford, in this State, and by that 
name they and their successors shall and may forever 
hereafter be capable in law to sue and be sued plead and 
be impleaded, answer and be answered unto, defend and 
be defended in all courts of record and in every other 
place or places, whatsoever ; also to devise, have, and 
use a common seal, and the same to break, change, 
alter and renew at pleasure ; also to ordain, establish, 
and put in execution all such by-laws, rules, and regu- 
lations as shall be necessary and convenient for the gov- 
ernment of said corporation, and for the proper man- 
agement of the concerns thereof ; also to purchase, hold 
and convey any estate, real or personal, for the use of 
said corporation ; provided, the real estate so holden 
be only such as shall be necessary for the purpose of 



56 Connecticut Mutual Life Insurance Company. 

erecting buildings thereon in which to meet and transact 
the business of said corporation, or such as shall have 
been bona fide mortgaged to it by way of security, or 
conveyed in satisfaction of debts contracted in the 
course of its business, or taken in execution on judg- 
ments or decrees, which shall have been obtained for 
such deets or for other cause. 

Sec. 2. That Edson Fessenden, E. B. Pratt, and Guy 
R. Phelps, or either two of them, shall have power to call 
the first meeting of said corporation, by giving notice of 
the time and place of holding the same, in two news- 
papers published in Hartford, at least fifteen days be- 
fore the time of holding the same ; which said meeting 
shall be held at the City of Hartford ; and shall be 
called within twelve months from the passage of this 
act, when said corporation shall elect by ballot twelve 
directors, who shall be members thereof, a majority of 
whom shall be citizens and residents of this State, and 
none of whom shall hold a like office or agency in any 
other life insurance company, who shall manage the 
concerns of said company until others are elected ; and 
no member shall be eligible as a director for more than 
four successive years, except the directors holding the 
offices of President and Vice President. 

Sec. 3. The election of directors shall be holden in 
Hartford, on the first Wednesday of January in each 
year, at the office of th3 company, or such other place 
in the city of Hartford as a majority of the directors may 
designate ; public notice of which shall be given by the 
Secretary in one or more newspapers printed in the city 
of Hartford, at least two weeks previous to the time of 
holding such election. And if any of said directors 
shall die, the remaining directors shall have power to 
fill such vacancy or vacancies until the next annual 
meeting. And in case an election of directors should 
not be held on the day designated by this act, the cor- 
poration shall not be dissolved for that cause, but such 
meeting may be held thereafter on any day within one 
year, to be designated by the Board of Directors for the 



Connecticut Mutual Life Insurance Company. 57 

time being, they giving two weeks' previous notice, by 
publishing the same in one or more newspapers printed 
in Hartford. 

Sec. 4. That the directors shall have power to 
choose a President, Vice President, Secretary, and such 
other officers and servants as they may deem necessary 
for the prosecution of their business. The President 
and Vice President shall hold their respective offices for 
the term of one year, and until others are chosen in 
their stead, but may always be reelected or chosen ; and 
the other officers and servants of said corporation may 
be changed by the Board of Directors at their pleasure. 
And said directors shall at all times superintend and 
manage the funds, property and effects of said corpora- 
tion ; five of whom shall constitute a quorum for the 
transaction of business. 

Sec. 5. That all and every person or persons who 
shall at any time hereafter become insured in or writh 
said company, shall be deemed and taken as members of 
said corporation, for and during the time specified in his 
or their respective policies, and no longer, and shall at 
all times be concluded and bound by the provisions of 
this act. 

Sec. 6. That it shall be lawful for the members of 
said company to cause their respective lives to be in- 
sured therein, and to grant policies upon all and any in- 
surance appertaining to or connected with life risks, an- 
nuities, and premiums of whatever kind or nature. 

Sec. v. That it shall be lawful for said corporation 
to l.oan their funds and moneys, or any part thereof, 
upon bond and mortgage of unincumbered real estate 
(but the same at the time, shall be worth at least double 
the amount loaned thereon), and upon State stocks and 
bank stocks (such stocks to be worth 25 per cent above 
the amount loaned thereon at the time), and may call in 
and reinvest the same at pleasure, under the provisions 
of this section. 

Sec. 8. That policies may issue to any married 
woman in her name or in the name of a third person as 



58 Connecticut Mutual Life Insurance Company. 

trustee, to cause to be insured for her sole use the life 
of her husband for any given period, or for the term of 
his natural life; and in the case of her surviving her 
husband, the sum or net amount of the insurance shall 
be payable to her and for her own sole use and benefit, 
free from any claims of either or any of the creditors or 
representatives of her husband, and in case of the death 
of the wife before the disease of her husband, the 
amount of the insurance may be payable after her death 
to her child or children, for his or their benefit, and to 
his, her, or their guardian or guardians, if under age. 
Provided, that this section shall not apply to insurance 
when the annual premium on the policy shall exceed the 
sum of one hundred dollars, unless paid from the pri- 
vate property of the wife. 

Sec. 9. That the corporation may take the promis- 
sory notes or other obligations of the insured in part or 
for the whole of the premium of insurance at the dis- 
cretion of said company. 

Sec. 10. That all policies of insurance which shall 
be made by this company, in pursuance of this act, may 
be made on such terms and conditions and for such pe- 
riods of time and confined to such persons as shall be 
from time to time ordered by the by-laws of said corpo- 
ration. And if at any time there shall be a just claim 
on this company for losses sustained, to a greater 
amount than they have funds on hand to discharge, in 
such case the directors for the time being shall immedi- 
ately assess such deficiency in a ratable proportion, on 
all persons or their representatives, who are indebted by 
note or other obligations to this company, given in ad- 
vance according to the amount of each note or obliga- 
tion; provided that such assessment shall not exceed 
the amount of the aforesaid notes or other obligations 
respectively; of which assessment written notice shall 
be given by said company to each person so assessed as 
aforesaid, said notice stating the amount required to be 
paid by the person so assessed and notified. And each 
and every person or his or her legal representatives so 



Connecticut Mutual Life Insurance Company. 59 

notified shall pay the same to the company within sixty 
days after said notification and in default thereof, shall 
forfeit all right and claims to any policy that he or she 
may have obtained, be no longer a member of said cor- 
poration, and shall be liable to the amount of said as- 
sessment and for all future assessments, with lawful in- 
terest till paid, to be recovered by action with costs, 
before any court of competent jurisdiction. And said 
company may at any time collect the whole or any part of 
the debts due them according to the terms of such con- 
tract. 

Sec. 11. That all policies issued by said corpora- 
tion shall be with br without the seal thereof, and on be- 
ing signed by the President, or Vice President, and coun- 
tersigned by the Secretary, shall be obligatory and bind- 
ing upon said corporation, according to the tenor and 
true intent of said policies. 

Sec. 12. That all suits at law or in equity may be 
prosecuted and maintained by any member against said 
corporation, and every member thereof, not being in his 
individual capacity a party to said suit, shall be compe- 
tent as a witness therein, in like manner, in any suit in 
law or in equit3% prosecuted and maintained by said com- 
pany as plaintiff or complainant against any member of 
said company. 

Sec. 13. That the company may receive notes or 
other securities for premiums in advance from persons 
intending to receive its policies, for which such persons 
may be allowed a sum not exceeding 6 per cent per an- 
num. And said company may negotiate the same for 
the purpose of paying claims only. This section to be 
in operation for the term of two years only from the time 
of the commencement of business by the company. 

Sec. 14. On the first Wednesday of January after 
the organization of said company, or within one month 
thereof, and in like manner and at like time in each suc- 
ceeding year, the said company shall cause an estimate 
to be made of the profits and true state of their affairs 
for the preceding year, which estimate shall be conclu- 



60 Connecticut Mutual Life Insurance Company. 

sive and binding upon all persons entitled to receive cer- 
tificates as hereinafter provided, and shall thereupon 
cause a balance to be struck of the affairs of said com- 
pany, in which they shall charge each member with a 
proportionate share of the losses and expenses accord- 
ing to the original amount of premiums paid by him or 
her (but in no case shall such share exceed the amount 
of such premium), and such member shall be credited 
with his or her proportionate share of the amount 
of the premiums earned, after ' deducting the losses 
and expenses, and of the profits of said company de- 
rived from investment, which share of profits so de- 
rived shall be credited to each member for his or her 
proportionate share of the premiums earned, and he or 
she shall be entitled to a certificate on the books of the 
company; such certificate to contain a proviso that the 
amount named therein is liable at any future time for 
any future losses of the said company. No certificate, 
however, shall be issued for any sum less than one dollar, 
or for any fractional part or parts of dollars, but all such 
fractional parts shall be placed to the contingent account 
of the company and applied to the expenses and other 
charges of the then current year. No interest shall ac- 
crue or be allowed on such certificates. 

Sec. 15. The said company shall annually cause to 
be made a general balance sheet or statement of their 
affairs, which shall contain the amount of premiums re- 
ceived during the year, the amount of losses sustained 
during the year, the balance remaining with the com- 
pany, and the kind and condition of the security on 
which the same is invested, and also the amount of cash 
on hand, a copy of which shall be delivered to each 
member on demand. 

Sec. 16. Whenever the net profits of said company 
shall exceed in amount the sum of two hundred thous- 
and dollars, the excess may be applied from year to 
year toward the redemption of each year's certificates 
in the order of their dates, and according to their re- 
spective priorities, and all certificates issued are liable 



Connecticut Mutual Life Insurance Company. 61 

to be called in or reduced in amount pro rata, in conse- 
quence of subsequent losses sustained by the company 
beyond their profits. 

Sec. 17. That in case any person entitled to a cer- 
tificate of profits shall be indebted to said company they' 
may withhold the certificate and deduct such indebted- 
ness therefrom, or cancel the same according to the 
amount of said indebtedness ; but no person entitled to 
a certificate shall be personally answerable by reason 
thereof, or of anything contained therein, except for the 
payment of premiums or other notes, or obligations 
given in advance for premiums. 

Sec. 18. If a loss accrues under any policy the cer- 
tificates of profits issued under the same shall become 
payable at the same time with such policy, if such 
policy expires by lapse of time without loss, then the 
certificates issued under the same shall remain out- 
standing, and liable to assessments and entitled to pay- 
ment according to the provisions of this resolution. 

Sec. 19. That every member of said company shall 
at all times have the liberty to inspect the books and 
records of said company, and in case of any suit against 
or in favor of said companj', any court of record shall 
have power to compel by any proper order the produc- 
tion of the books and records of said company. 

Sec. 20. It shall be the duty of said company to 
make an annual report, containing a full, true and accu- 
rate statement of its condition and affairs, to the General 
Assembly of this State. 

Sec. 21. Said company shall not be entitled to 
banking privileges, nor shall anything contained in this 
act be construed to grant such privileges. 

Sec. 22. This act shall be subject to alteration, 
amendment or repeal at the will of the Legislature. 

PROVIDING FOR SPECIAL MEETINGS OF MEMBERS. 

At a General Assembly of the State of Connecticut, 
h'olden at New Haven in said State, on the first 
Wednesday of May, in the year of our Lord one 



62 Connecticut Mutual Life Insurance Company. 

thousand eight hundred and forty-eight. Upon the 
petition of The Connecticut Mutual Life Insurance 
Company, praying for certain alterations in the 
charter of said company, as per memorial on file : 
Resolved by this Assembly: Section 1. That the 
charter of The Connecticut Mutual Life Insurance 
Company be so amended as that the president of said 
companj^ when authorized by a vote of the directors, 
shall have power to call a meeting of the members of 
said company at any time, giving the same notice of 
the time and place of holding said meeting as is now 
required previous to the holding of the annual meeting. 
Sec. 2. That whenever a vacancy shall occur in the 
Board of Directors, by resignation or otherwise, the 
same may be filled by the directors until the next an- 
nual meeting. 

Sec. 3. That the annual meeting of said company 
shall be held on the third Wednesday of February of 
each year, instead of the first Wednesday of January. 

Sec. 4. That the proviso of the eighth section of 
the charter of said company be so amended as that said 
section shall not apply to insurance when the annual 
premium shall exceed the sum of one hundred and fifty 
dollars, unless paid from the private property of the 
wife, instead of the sum of one hundred dollars, as is 
now provided. 

This resolve may be altered, amended, or repealed 
at the pleasure of the general assembly. 

FIXING TIME OF ANNUAL MEETING. 

At a General Assembly of the State of Connecticut, 

holden at New Haven, in said State, on the first 

Wednesday of May, in the year of our Lord, one 

thousand eight hundred and fifty-two. 

Resolved by this Assembly: That the time for holding 

the annual meeting of the members of the Connecticut 

Mutual Life Insurance Company, be, and is, herebj', 

changed from the third Wednesday of February to the 

fourth Wednesday of March in each year. 



Connecticut Mutual Life Insurance Company. 68 

ADDITIONAL POWERS AND PRIVILEGES GRANTED. 

At a General Assembly of the State of Connecticut, 
holden at New Haven, in said State, on the first 
Wednesday of May, in the year of our Lord, one thou- 
sand eight hundred and fifty-six. Upon the petition of 
the Connecticut Mutual Life Insurance Company, pray- 
ing for certain alterations and amendments ©f the char- 
ter of said company, as per memorial on file : 

Resolved by this Assembly : Section 1. That the char- 
ter of the Connecticut Mutual Life Insurance Company 
be, and is hereby, so altered and amended, as that poli- 
cies of insurance may be issued by said company, either 
for the whole continuance of life or for a definite term 
of years, stipulated to be without participation in the 
profits or earned premiums of said company, and upon 
such terms and conditions as shall be ordained by the 
directors, and no person by reason of such an insurance 
shall be deemed a member of said company or thereby 
be entitled to any of the benefits and privileges con- 
ferred by the act of incorporation of said company, as a 
mutual company, to the members thereof, and the fifth 
and fourteenth sections of the charter of said company 
are hereby so construed and amended as to accord with 
this resolution. 

Sec. 2. That Section 14 of said charter be further 
amended as that dividends or earned premiums may 
be credited to the members of the company, at the 
discretion of the directors, and that such dividend 
credits or certificates may be made due and payable at 
such times and in such manner as the directors, by their 
votes, shall determine, and nothing in said section shall 
require a dividend to be credited to a member until he 
or she shall have been insured for the period of one 
year, and have paid two premiums to said company. 

Sec. 3. If a loss occurs under any policy upon 
which but one premium has been paid, the certificates 
of earned premium or dividend credit to said policy, 
shall not be due and payable with said policy, but said 



64 Connecticut Mutual Life Insurance Company. 

dividend credit to the insured by said policy shall be 
deemed and treated as invalid and canceled, and Section 
18 of the charter of said company is so altered and 
amended as to conform to this resolve. 

Sec. 4. That every male adult member of said com- 
pany, who is a citizen of this State, shall be eligible to 
the office of director of said companj', and no restriction 
shall exist to the eligibility of a member to be chosen a 
director for any number of successive years, so long as 
he remains a member of said company, and Section 
2 of the act of incorporation of said compan}^ is so 
amended as to conform herev^^ith. This resolve may be 
altered, amended, or repealed at the pleasure of the 
General Assembly. 

SENATE JOINT RESOLUTION NO. 10. 

Amending the Charter of the Connecticut Mutual 
Life Insurance Company. 

General Assembly. January Session, A. D. i88i. 

Whereas, It is the duty of The Connecticut Mutual 
Life Insurance Company, in obedience to the laws of 
the State, to reserve a fund for the payment of its obli- 
gations, assuming its rate of mortality shown by the 
Actuaries' table, and 4 per cent compound interest upon 
investments, and to return at stated periods to policy- 
holders a proper proportion of its surplus above liabili- 
ties, and as by its charter and the general laws of the 
State it is authorized to make certain investments of its 
funds and assets ; now therefore. 

Resolved by this Assembly: That it is the business of 
said company to invest said funds as allowed by law, 
and to hold all real estate, wherever situate, which shall 
have been, or shall hereafter be, obtained in compliance 
with the provisions of the first section of the charter of 
said company ; and all such investments in and acquisi- 
tions of real estate are declared to be necessary, suitable, 
and proper for carrying forward the chartered purposes 
of said corporation. 

Approved March 1, 1881. 



Connecticut Mutual Life Insurance Company. 65 

MAY INVEST IN REAL ESTATE IN OTHER STATES. 

General Assembly, January Session, A. D. i88j. 

Resolved by this Assembly: That The Connecticut 
Mutual Life Insurance Company shall have the povi^er 
to invest, in addition to the powers of investment in 
real estate, granted in their charter and amendmens, 
a sum not exceeding 5 per centum of their assets in 
productive real estate outside of this State. 

Approved April 7, 1887. 

^ANNUAL MEETING TO BE HELD IN FEBRUARY. 

General Assembly, January Session, A. D. i8gj. 

Resolved by this Assembly : Section 1. That the time 
for holding the annual meeting of The Connecticut 
Mutual Life Insurance Company is hereby changed from 
the fourth Wednesday in March to the fourth Wednes- 
day in February in each year. 

Sec. 2. This amendment may be accepted by the 
Board of Directors. ^ 

Approved January 26, 1893. 

[Re the by-laws of the Connecticut Mutual we quote 
from a letter as follows : 

"To-day there are no existing by-laws which the 
company observes in its conduct or management, or 
which have any force or effect in its affairs ; and this has 
been due, in chief, to the character of our charter, which 
has, with its amendments, proved wholly sufficient for 
the company's requirements ; and to the fact, that its in- 
terests are committed to a Board of Directors that al- 
ways acts as a committee of the whole, upon every im- 
portant current subject matter, and whose votes, from 
time to time in the company's history have determined 
all questions of its policy and of its progress. 

With this reference to the history of the matter, we 
beg to hand you herewith a copy of the only by-laws 
ever adopted by the members of this company, to-wit : 
those passed at the annual meeting on the 6th day of 
January, 1847; and the last reference, in the company's 



66 Connecticut Mutual Life Insurance Company. 

records, to these by-laws, or to any other, appears in a 
record of a meeting of the directors on the 11th of May, 
1866, when the President and the company's legal ad- 
viser were appointed a committee to examine into the 
by-laws, and report what was necessary for the action 
of the board. This committee never made a report, and 
for the same reason that Hon. Henry C. Robinson, who 
was then a member of that committee, and is now our 
senior director, and counsel, upon inspection of the rec- 
ords, and knowing the company's history, was of the 
opinion that no report was necessary, and that there was 
nothing to be done in the premises, as the company had 
outgrown the need of its original by-laws, and they had 
become even at that date, substantially obsolete."] 



BY-LAWS. 

Annual Meeting, January 6, 1847. 

The following by-laws were passed : 

1. All officers of this corporation shall be chosen by 
ballot. 

2. Any member of this corporation may delegate 
his right of voting, by proxy, which shall be good for 
one annual meeting, only, which proxy shall be filed 
with the Secretary. 

3. *The directors shall not take more than five thou- 
sand dollars risk on any single life. 

4. A tariff of premiums shall be fixed by the direc- 
tors, below which no risk shall be taken. The directors 
shall prescribe the forms of application, of policies, of 
interrogatories, bonds, certificates, and of all other doc- 
uments and papers ; the terms and conditions of con- 
tracts ; the mode of keeping the accounts and records ; 
and shall manage, in a systematic and safe manner, the 
whole business confided to their charge. 

*The maximum risk is now |50,000 on a single life. 



Connecticut Mutual Life Insurance Company. 67 

5. The directors shall appoint a Finance Committee 
• of three, who shall, subject to the provisions of law, and 

the general supervision of the directors, invest the funds 
of the company, and keep them safely invested. They 
may collect the securities, and dispose of the property 
of the company, and reinvest the proceeds or appropri- 
ate the same in payment of charges against the com- 
pany, or otherwise dispose of the same as the interests of 
the company shall require, subject to the control of the 
directors; but they shall in no event make a loan to 
themselves. They shall examine and adjust all charges 
and claims against the company. 

6. The Secretary shall keep a record of the doings 
of the corporation and of the directors. He shall keep, 
in a safe and secure manner, all the moneys, notes, and 
securities, or other property of the corporation confided 
to his care, and do and perform such other services as 
the board shall direct. He shall also give bonds, with 
sufficient surety to be approved by the board, in such 
form and amount as the board shall prescribe ; which 
bond shall be kept hy the President ; and new bonds 
may be required by the directors, whenever they shall 
judge it necessary. 

1. The Secretary shall keep substantial copies of 
all policies, with all endorsements thereon, and of all as- 
signments and transfers of the same, and he shall also 
keep all such other records and copies as may be re- 
quired by the board. In case of his absence or inability 
to discharge his duties, a Secretary pro tem. maybe ap- 
pointed. 

8. All checks, drafts, and orders, above one hundred 
dollars, shall be signed by the Secretary and counter- 
signed the President. 



gy Equitable Life Insurance Company. 



ARTICLES OF INCORPORATION OF THE 
EQUITABLE LIFE INSURANCE COM- 
PANY OF IOWA. 

Article I. 

The name of the company shall be "Equitable Life 
Insurance Company of Iowa;" and the pnncipal office 
for the transaction of its business shall be m the city of 
Des Moines, Iowa. 

Article II. 

The general nature of the business of the company 
shall be insuring lives, granting, purchasing and dispos- 
ing of annuities and receiving and executing trusts. It 
shall have all the powers conferred by the laws of the 
State of Iowa upon corporations organized for the pur- 
pose of insuring the lives of individuals, and shall be 
empowered to issue all such forms of insurance con- 
tracts as pertain to or may be connected with the business 
of life insurance as it is now or maybe hereafter earned 
on in the United States. It shall have the power to ac- 
quire and hold all such property and to perform all such 
acts as may be necessary or convenient m the transac- 
tion of its business. 

Article III. 

The capital stock of the company shall be one hun- 
dred thousand dollars, divided into shares of twenty- 
five dollars each. 

Article IV. 

Section L The affairs of the corporation shall be 
conducted by a Board of Trustees consisting of not lees 



Equitable Life Insurance Company. 69 

than five nor more than fifteen persons, a majority of 
whom shall be residents of the State of Iowa. The 
Board of Trustees shall be elected at the annual meet- 
ing of the stockholders hereinafter provided for, and its 
members shall hold their offices for one year and until 
their respective successors are elected and qualified. 

Sec. 2. The Board of Trustees shall have the power 
and it shall be its duty to adopt and publish by-laws, 
rules and regulations for the management and control of 
the business of the corporation, not inconsistent with 
these articles or the laws of the State of Iowa, and ex- 
cept as provided in the articles of incorporation, all 
corporate powers shall be exercised by said board, either 
directly or through an Executive Committee or officers 
and employes, whose powers and duties shall be fixed 
and determined by said board. 

Article V. 

The regular annual meeting of the stockholders shall 
be held on the first Tuesday after the first Monday in 
January in each year, at the office of the company in 
the city of Des Moines, Iowa. At each such annual 
meeting, there shall be elected by ballot the Board of 
Trustees, hereinbefore provided for, who shall hold their 
respective offices as aforesaid. At all meetings of the 
stockholders each stockholder shall be entitled to one 
vote for each share of stock held and owned by him as 
appears from the books of the company, to be cast 
either in person .or by proxy; but if by proxy, 
written authority therefor must be filed with the Secre- 
tary at or before the time the meeting convenes. The 
policy holders of the company shall have the right to 
attend such annual meeting of the stockholders, and 
each policy holder so present shall be entitled to one 
vote in person, but not by proxy. The number of trus- 
tees to be elected having been determined, or there 
being no express determination, then the number so 
fixed or number in office during the previous year, as the 
case may be, receiving the highest number of votes cast 



10 Equitable Life Insurance Company. 

at any such election for trustees, shall constitute the 
board for the ensuing year. All vacancies occurring in 
the board in the interval between such annual meet- 
ings, may be filled for the unexpired term by the remain- 
ing members of the board. 

Article VI. 

The following persons shall constitute the first Board 
of Trustees to the company, to wit : B. F. Allen, F. M. 
Hubbell, Isaac Cooper, J. M. Tuttle, J. C. Jordon, P. 
M. Casady, J. B. Stewart, Peter Myers, R. L. Tidrick, 
Hoyt Sherman, Wesley Redhead, W. W. Williamson, 
J. S. Polk, F. R. West, H. L. Whitman; and they shall 
hold office until their successors shall be elected or ap- 
pointed pursuant to the provisions herein contained. 

Article VII. 

TAe executive officers of the corporation shall be a 
President, Vice President and Secretary, to be elected 
as follows to wit : the Board of Trustees shall, im- 
mediately after the adjournment of each annual meeting 
of the stockholders, elect from their own number a Presi- 
dent Vice President and Secretary, who shall respec- 
tively hold their offices for the term of one year, and 
until their successors are elected and qualified. 

Any vacancy occurring in the office of President, 
Vice President or Secretary, shall be filled by the 
Board, and any officer so elected shall hold his office 
until the annual meeting of the stockholcers first oc- 
curring after such vacancy, and until his successor is 
elected and qualified. 

Article VIII. 

Special meetings of the stockholders may be held at any 
time upon ten days' notice mailed to the address of each 
stockholder, as shown by the books of the company. 
Such special meetings may be called either by the Presi- 



Equitable Life Insurance Company. 71 

dent or by three trustees, and upon deposit of such call 
with the Secretary, he shall issue and mail the notices 
above prescribed. 

Article IX. 

The Board of Trustees shall hold such meetings 
whether regular or special, as may be provided for in the 
by-laws : and five of the trustees elected shall consti- 
tute a quorum for the transaction of business. 

Article X. 

The fiscal year of the company shall commence on and 
with the 1st day of January, and shall terminate on and 
with the 31st day of December of each and every year. 

Article XI. 

The finds of the corporation, however arising, shall 
be invested as directed by the Board of Trustees, sub- 
ject, however, to the limitations and provisions of the 
laws of the State of Iowa. 

Article XII. 

The private property of the stockholders shall not, in 
any event, be subject to the debts of the company. 

Article XIII. 

This company commenced business on the 25th day of 
January, ISeV, has continued such business till this date, 
and its period of existence is hereby renewed and ex- 
tended for fifty years from the 25th day of January, 1887, 
and it shall be further renewed from time to time, in 
accordance with the provisions of the statute in such 
cases made and provided. 

Article XIV. 

The corporation shall not become indebted to an amount 
exceeding two-thirds of its capital stock, save and ex- 
cept with respect to risks of insurance. 



72 Equitable Life Insurance Company. 

Article XV. 

The capital stock of the corporation shall be trans- 
ferable only upon the books of the company, and the 
Board of Trustees shall prescribe in the by-laws the 
time for opening and closing the transfer book, and the 
terms and conditions under which transfers shall be 
made. 

Article XVI. 

These articles of incorporation may be amended at any 
annual or special meeting of the stockholders, by the 
votes of the holders of and owners of two-thirds of the 
capital stock of the corporation, provided that if it is 
proposed to amend the same at any special meeting of 
the stockholders, a copy of the proposed amendment or 
amendments shall be mailed to each stockholder as his 
address appears upon the books of the company, with 
the notice calling such meeting. 

BY-LAWS. 
Article I. 

The seal of the company shall be a circular die con- 
taining the following inscription, to-wit: Equitable 
Life Insurance Company, of Iowa. 

Article II. 

Section 1. The regular meeting of the Board of 
Trustees shall be held at the office of the company in 
the City of Des Moines, on the first Tuesday after the 
first Monday in January of each year, at 4 o'clock P. 
M. Said meeting shall be held for the purpose of elect- 
ing oflficers as prescribed in the articles of incorpora- 
tion, and for appointing such other officers as may be 
deemed necessary and convenient to carry on the busi- 
ness of the company, and for transacting such other 
business as may be required. 



J 



Equitable Life Insurance Company. 73 

Sec. 2. Special meetings of the Board of Trustees 
may be called by the President or Vice President or 
three trustees. 

Article III. 

Section 1. The President, or, in his absence, the 
Vice President, or, in the absence of both, a Trustee, 
elected by a majority of a quorum present, shall preside 
at all meetings of the Board of Trustees and five mem- 
bers of the board shall constitute a quorum for the 
transaction of businss. 

Article IV. 

Section 1. It shall be the duty of the President or 
the Vice President, as the case may be, the Secretary, 
Actuary, Superintendent of Agencies and Executive 
Committee to annually, during the month of January, in 
each year, make report to the Board of Trustees of the 
virork of the company during the preceding year, so far as 
it devolved respectively upon them, and, when completed, 
the President, Vice President or Secretary shall call a 
special meeting of the board to consider and act upon 
such reports. 

Article V. 

Section 1. The President, Vice President and 
Secretary shall constitute an Executive Committee, 
whose duty it shall be under the direction of the Board 
of Trustees to manage the business and affairs of the 
company. Said Executive Committee shall have power 
and authority co-extensive with the Board of Trustees 
when the board is not in session, except so far as the 
articles of incorporation require certain duties to be 
performed by the trustees themselves. Among its 
powers and duties shall be the following : It shall ad- 
just all losses, invest the funds of the company, make 
loans, and do such other business as the Board of 
Trustees may direct. It shall appoint all clerks, agents 
and other employees and shall have power to remove 



74 Equitable Life Insurance Company. 

them at any time. It shall have authority to fix salaries 
and all its acts and transactions not disapproved or re- 
scinded or annulled shall be held and taken to be ap- 
proved and confirmed by the Board of Trustees. 

Sec. 2. Said Executive Commitete shall meet daily 
if the business of the company requires it, and a ma- 
jority of said committe shall constitute a quorum for 
the transaction of business. 



Article VI. 

Section 1. The President shall have the general 
direction and superintendence of the affairs of the com- 
pany, and in all cases in which the duties of the subor- 
dinate officers, agents and employees of the company are 
not especially prescribed by the by-laws or resolutions 
of the Board of Trustees or Executive Committee, they 
shall obey the orders and instructions of the President. 

Sec. 2. He shall have charge of the corporate seal 
and shall have power to affix the same to all instruments 
requiring it. He shall have authority to transfer stocks, 
satisfy mortgages, execute deeds and sign policies. He 
shall have charge of all the valuable papers and other 
property belonging to the company. 

Sec. 3. He shall give security for the faithful per- 
formance of the duties of his office in a bond in the 
sum of twenty-five thousand dollars, his sureties to be 
approved by the Executive Committee; and every bond 
so taken shall be so drawn as to remain in force until a 
new bond be substituted and approved by said com- 
mittee. 

Article VII. 

Section 1. The Vice President shall perform such 
appropriate acts and duties as may be assigned to him 
by the Board of Trustees or Executive Committee or 
the President. In the absence, or in the event of the 
inability of the President to act, or upon his written re- 
quest, the Vice President shall be invested with all the 



Equitable Life Insurance Company. 75 

powers and authoritj^, and shall perform all the acts and 
functions of the President as are now or may be here- 
after set out in the by-laws, or according to the estab- 
lished practice of the company ; and shall continue so to 
act in the stead of the President until formally relieved 
by the President in writing. 

Sec. 2. He shall give security for the faithful per- 
formance of the duties of his office in the sum of Teii 
Thousand Dollars, his bond to be approved in the same 
manner and subject to the same conditions as that of the 
President. 

Article VIII. 

Section 1. The Secretary shall keep full minutes 
of the proceedings of the stockholders at all of their 
meetings. Also of the proceedings of the Board of 
Trustees and of the acts of the Executive Committee; 
and shall enter such minutes in books kept for that pur- 
pose. He shall see that all proper books of accounts 
are kept, policy and loan registers, and such other books 
and registers as may be necessary for keeping full and 
accurate accounts and records of the transactions of the 
company. He shall have authority to transfer stocks, 
satisfy mortgages, and sign policies. He shall be pre- 
pared at all times to furnish policy holders such inform- 
ation as they may need for the proper understanding of 
the affairs of the company; and shall perform such other 
acts and duties as may be required of him by the Board 
of Trustees, Executive Committee or the President. 

Sec. 2. He shall give security for the faithful per- 
formance of the duties of his office in the sum of ten 
thousand dollars, his bond to be approved in the same 
manner and subject to the same conditions as that of 
the President. 

Article IX. 

Section 1. The Treasurer shall safely keep the 
funds of the company which shall come into his hands, 
and disburse same upon orders drawn by the President 



76 Equitable Life Insurance Company. 

or Secretary. He shall make reports and perform such 
other duties as may be required by the Board of Trus- 
tees, or Executive Committee. 

Sec. 2. He shall give security for the faithful per- 
formance of the duties of his office in the sum of ten 
thousand dollars, or a larger sum when required; his 
bond to be approved in the same manner and subject to 
the same conditions as that of the President. 

Article X, 

It shall be the duty of the Actuary to value the poli- 
cies, make all calculations and tables for the present and 
future use of the company. He shall perform all such 
other appropriate acts and duties as maybe required by 
the Board of Trustees, the Executive Committee or the 
President. 

Article XI. 

It shall be the duty of the Medical Director to ex- 
amine and pass upon applications for insurance received 
by the company. He shall have authority, with the ap- 
proval of the Executive Committee or President, to ap- 
point or remove Medical Examiners; and to have super- 
vision over them. He shall keep such records as may 
be required by the business of his department, and shall 
discharge all such other duties relating to the medical 
branch of the company's business as are usually per- 
formed by such officers. 

Article XII. 

The Superintendent of Agencies, under the direction 
of the Executive Committee, shall have general super- 
vision over the agents of the companj'. He shall have 
authority, with the approval of the Executive Commit- 
tee or President, to appoint and remove agents; and 
shall perform such other appropriate acts and duties in 
connection with his department as may be required by 
the Board of Trustees, the Executive Committee or the 
President. 



Equitable Life Insurance Company. 77 

Article XIII. 

It shall be the duty of the counsel to give such legal 
advice as may be solicited by the Board of Trustees, or 
Executive Committee, or officers of the company. He 
shall examine abstracts of titles and such other papers 
as may be submitted to him for legal information and 
report thereon; and to transact the legal business of the 
company under the direction of the officers and Execu- 
tive Committee. 

Article XIV. 

The duties of all special agents, managers or em- 
ployees shall be such as maybe prescribed by the Board 
of Trustees, the Executive Committee or the President. 

Article XV. 

It shall be the duty of the Board of Trustees to an- 
nually appoint from their number an Examining Com- 
mittee whose duties it shall be to examine the books and 
affairs of the company, and to make report of same at a 
special meeting of the board called for the purpose of 
hearing such report. 

Article XVI. 

All reports required from committees or officers under 
these by-laws are to be made in writing. 

Article XVII. 

The' assignment of the stock of the company by en- 
dorsement of such assignment on the back of the stock 
certificate shall fix the ownership as between the parties 
to the same, and the presentation of the certificate so 
assigned to the proper officers of the company shall en- 
title the assignee to a transfer of the same on the stock 
ledger without expense; but such assignment shall not 
be binding on the company until the presentation and 
transfer; provided, however, that the company shall have 
and retain a lien against the stock held by any person 
for any and all indebtedness due the company by such 



(yg Equitable Life Insurance Company. 

Stockholder or stockholders, and no transfer of a certifi- 
cate of stock shall be valid or binding until such in- 
debtedness, if any, shall be satisfied, paid and discharged. 

Article XVIIl. 
These by-laws may be altered or amended at any 
regular meeting of the Board of Trustees, or at a special 
meeting of the board called for the purpose of consid- 
ering alterations or amendments by a majority vote of 
the members elected, and they may be altered or 
amended by the unanimous vote of the Executive Com- 
mittee of the company. 



Equitable Life Assurance Society. 79 



CHARTER AND BY-LAWS OF THE EOUITABEE 

LIFE ASSURANCE SOCIETY OF'THE 

UNITED STATES. 

DECLARATION. 

We, the undersigned, do hereby declare and express 
our intentions to associate and form an incorporated 
company, for the purpose of making insurance upon the 
Hves of individuals, and every insurance appertaining 
thereto, or connected therewith; and to grant, purchase, 
or dispose of annuities, pursuant to the provisions of the 
act entitled "An Act to provide for the incorporation of 
lyife and Health Insurance companies, and in relation to 
agencies of such companies," passed June 24, 1853, and 
amendments thereto. And the subscribers do further 
declare that the following is a copy of the charter pro- 
posed to be by them adopted: 

CHARTER. 

ARTICLE I. 

This corporation shall be called and named, "The 
Equitable Eife Assurance Society of the United States." 
The principal office for the transaction of business shall 
be located in the city of New York. 

ARTICLE II. 

The business of this company shall be to make insur- 
ances upon the lives of individuals, and every insurance 
appertaining thereto, or connected therewith; and to 
grant, purchase, or dispose of annuities, as set forth in 
the act aforesaid, passed June 24, 1853, ^^d. amendments 
thereto. And this company shall possess and enjoy all 
the powers, privileges, and franchises granted to, and 
shall be subject to aU the regulations, restrictions and 



80 Equitable Life Assurance Society. 

obligations, imposed upon incorporations, organized and 
existing under the said act of the legislature of the State 
of New York, passed June 24, 1853, ^^'i ^^Y amend- 
ments thereof. 

ARTICI.E III. 
The capital of said company shall be one hundred 
thousand dollars in cash, divided ,into one thousand 
shares, of one hundred dollars each; which shall be per- 
sonal property, transferable only on the books of the 
company, in conformity with its by-laws. The holders 
of the said capital stock may receive a semi-annual divi- 
dend on the stock so held by them, not to exceed three 
and one-half per cent of the same; such dividends to be 
paid at the times, and in the manner designated by the 
directors of said company. The earnings and receipts of 
said company, over and above the dividends, losses, and 
expenses, shall be accumulated. 

ARTICLE IV. 

The corporate powers of said company shall be vested 
in a board of directors, and shall be exercised by them, 
and by such officers and agents as they may appoint, and 
from time to time empower. 

The board of directors shall consist of fifty-two persons, 
a majority of whom shall be citizens of the State of New 
York, each of whom shall be a proprietor of at least five 
shares of the said capital stock. 

The board of directors ,'may, previous to any annual 
election, and after giving notice at the previous meeting 
of the board, provide for diminishing the number of 
the directors to not less than twent5''-four, in which case, 
one-fourth of the total number as thus diminished, shall 
be elected 'annually, in the same manner as hereinafter 
provided, in regard to the fifty-two directors abo^'e-named; 
and the same powers and authority shall vest in said 
board of directors thus diminished as were previously 
exercised by the board of directors. 

The following named persons shall constitute the first 
board of directors, who shall hold office until their suc- 
cessors are appointed: 



Equitable Life Assurance Society. 81 

William C. Alexander, William Walker, Henry Young, 
Irad Hawley, James Low, James M. Beebe, Henry A. 
Hurlbut, Thomas A. Biddle, Benjamin E. Bates, John 
T. Moore, Thomas U. Smith, William Whitewright, Jr., 
William G. Lambert, Wilmot Williams, Peter McMartin, 
George H. Stuart, James Lenox Kennedy, John Slade, 
Henry J. Gardner, Henry H. Hyde, E. Spencer Miller, 
Solomon R. Spaulding, Dudley S. Gregory, Stephen H. 
Phillips, John Auchincloss, James M. Halsted, Henry S. 
Turbell, Thomas S. Young, Bennington F. Randolph, 
Wayman Crow, George Talbot Olyphant, Alexander 
Young, Samuel Frothingham, Jr., Thomas A. Cummins, 
Henry B. Hyde, Francis B. Cooley, H. D. Newcomb, 
Henry G. Marquand, Moses A. Hoppock, George D,. 
Morgan, H. V. Butler, Ezra C. Reed, Dwight Townsend, 
Henry M. Alexander, William T. Blodgett, Benjamin F. 
Manierre, E. J. Hawley, Alanson Trask, Edward W. 
Lambert, Daniel D. Lord, Robert Bliss, Henry Day. 

In case either or any of the above-named persons shall 
decline to serve, or prove to be ineligible, the vacancy or 
vacancies may be filled by the remaining directors. 

The first board of directors shall, immediately after the 
organization of the company, divide themselves by lot 
into four classes of thirteen each. The term of the first 
class shall expire at the end of one year from December 
31, 1859; that of the second at the end of two years from 
that time; that of the third at the end of three years from 
that time; and that of the fourth class at the end of four 
years from that time; and so on, successively, in each and 
every subsequent year. 

One-fourth of the board of directors shall hereafter be 
elected annually, as provided in the following section, 
and shall hold office for four years, or until their succes- 
sors are chosen; but any director shall be re-eligible for 
election. Vacancies occurring in the intervals of elections, 
by death or resignation, may be filled by the board in the 
manner set forth in the by-laws. 

The annual election of directors shall be held on the 
first Wednesday in the month of December, at the principal 



82 Equitable Life Assurance Society. 

oflBce of the company, in the city of New York, and 
of which fourteen days' previous notice shall be given, in 
two of the daily papers of said city. The directors shall 
be chosen by ballot, and a plurality of votes shall elect. 
The board of directors shall appoint three inspectors ot 
election, who shall be life policyholders in the company; 
and the president may supply any vacancy occasioned by 
the omission of any inspector to serve. In case of failure 
to elect on that daj^ the remaining directors, whose term 
of oflSce do not then expire, shall have power to fill the 
said vacancies. 

In the election of directors, every stockholder in the 
company shall be entitled to one vote for every share of 
stock held by him, and such vote may be given in per- 
son or by proxy. At any time hereafter, the board ot 
directors, after giving notice at the two previous stated 
meetings, maj^ by a vote of three-fourths of all the direc- 
tors, provide that each life policyholder, who shall be 
insured in not less than five thousand dollars, shall be 
entitled to one vote at the annual election of directors, 
but such vote shall be given personall}^ and not by proxy. 

The board of directors shall have power to declare by 
by-law what number of directors, not less than seven, 
shall constitute a quorum for the transaction of business. 

ARTICLE V. 

After each annual election the board of directors shall 
elect annually, from among their number, a president, 
and may, at their option, also elect a vice-president. 
The board of directors may also appoint at anj^ time a 
president and vice-president, to act temporarily when said 
ofl&cers are absent, interested or unable to act. The 
board shall also appoint a secretary, and such other ofl&- 
cers as they may deem requisite, and who shall hold oflBce 
during the pleasure of the board of directors. 

The directors shall have power to enact by-laws, rules 
and regulations, for the government of the officers and 
agents, and for the management of the affairs of the com- 
pany, not inconsistent with this charter, or with the con- 
stitution and laws of this state; and such by-laws, rules 



Equitable Life Assurance Society. 83 

and regulations may be amended or repealed by them at 
pleasure. 

The directors may determine the rates of premium, and 
the amounts to be insured on any one life, and the terms 
of such insurances, and shall have power to purchase, for 
the benefit of the company, any policies of insurance, div- 
idends or other obligations issued by the company. 

ARTICLE VI. 

The insurance business of the company shall be con- 
ducted upon the mutual plan. 

All premiums shall be payable in cash. In case any 
policyholder shall omit to pay any premium due from him 
to the company, or violate any other condition of the pol- 
icy of insurance, the board of directors may forfeit his 
policy, and apply all previous payments to the benefit of 
the company. 

The oflScers of the company, within sixty days from 
the expiration of the first five years from December 31, 
1859, and within the first sixty days of every subsequent 
period of five years, shall cause a balance to be struck of 
the afiairs of the company, which shall exhibit its assets 
and liabilities, both present and contingent, and also the 
net surplus, after deducting a sufiicient amount to cover 
all outstanding risks and other obligations. Each policy- 
holder shall be credited with an equitable share of the 
said surplus. Such equitable share, after being ascer- 
tained, shall be applied to the purchase of an additional 
amount of insurance (payable at death or with the policy 
itself), expressing the reversionary value of such equit- 
able share at such interest as the directors may designate; 
or if any policyholder so direct, such equitable share of 
surplus shall be applied to the purchase of an annuity, at 
such rate of interest as the directors shall designate, to be 
applied in the reduction of his or her future premiums. 
In case of death the amount standing to the credit of the 
party insured at the last preceding striking of balance as 
aforesaid shall be paid over to the person entitled to 
receive the same; and the proportion of surplus equitably 
belonging to him or her, at the next subsequent striking 



84 Equitable Life Assurance Society. 

of balance, shall also be paid when the same shall have 
been ascertained and declared. 

In case of the death of any party insured prior to pass- 
ing any period for striking of balance, as aforesaid, the 
board of directors tna}^ provide what (if any) share of 
such surplus shall be paid to such person. 

The officers of the company, within the first thirty 
days after the expiration of five years from the thirtj'-first 
day of December, 1859, shall cause a general balance 
statement ot the affairs of the company to be made, which 
shall be open to the inspection of any policyholder for 
sixty days during the usual hours of business. Said 
statement shall show the amounts received during the 
preceding five years for premiums, interest and annuities, 
and also the amounts paid during the same time for 
losses, expenses and otherwise, and the balance remain- 
ing in the treasury, together with the manner in which 
the same is invested. 

ARTICLE VII. 

The fiscal year of the company shall commence on the 
first day of January and terminate on the thirty-first day 
of December in each year. 

ARTICIvE VIII. 

William Walker, Henry A. Hurlbut, James I^ow, 
Thomas A. Cummins, Peter McMartin and Henry G. 
Marquand, shall be commissioners to open books for sub- 
scription to the capital stock, at such times and places as 
shall be proper, and to keep the same open until the said 
sum of one hundred thousand dollars shall be subscribed 
in full. 

In witness whereof we, the subscribing corporators, 
have hereunto subscribed our names, this second day of 
May, one thousand eight hundred and fifty-nine. 

William C. Alexander, Wm. Walker, Henrj'- Young, 
Irad Hawley, James Low, Jas. M. Beebe, Henry A. 
Hurlbut, Thomas A. Biddle, Benj. E. Bates, John T. 
Moore, Thos. U. Smith, Wm. Whitewright, Jr., Wm. G. 



Equitable Life Assurance Society. 85 

Lambert, Wilmot Williams, P. McMartin, George H. 
Stuart, John Slade, Henry J. Gardner, Henry H. Hyde, 
E. Spencer Miller, S. R. Spaulding, D. S. Gregory, 
Stephen H. Phillips, John Auchincloss, J. M. Halsted, 
H. S. Terbell, T. S. Young, Bennington F. Randolph, 
Geo. Talbot Olyphant, S. Frothingham, Jr., Thomas A. 
Cummins, Henry B. Hyde, Henry G. Marquand, Moses 
A. Hoppock, Geo. D. Morgan, H. V. Butler, Dwight 
Townsend, Henry M. Alexander, William T. Blodgett, 
Benj. F. Manierre, E. J. Hawley, Alanson Trask, 
Edward W. Lambert, Daniel D. Lord, Robert Bliss, 
Henry Day. 

City and County oif New York, ss. 

Henry B. Hyde, of said city, being duly sworn, says 
that he was present at the signature of the foregoing 
declaration and charter by the above-named William C. 
Alexander, William Walker, Henry A. Hurlbut, Henry 
G. Marquand, Daniel D. Lord, Thomas A. Cummins, 
Thomas U. Smith, Henry Day, Moses A. Hoppock, 
William G. Lambert, H. S. Terbell, J. M. Halsted, 
Robert Bliss, Edward W. Lambert, James Low, Dwight 
Townsend, H. V. Butler, George Talbot Olyphant, Wil- 
mot Williams, E. J. Hawley, Benjamin F. Manierre, 
William T. Blodgett, Henry M. Alexander, Jno. Auch- 
incloss, John Slade, P. McMartin, W. Whitewright, Jr., 
George D. Morgan, E. Spencer Miller, George H. Stuart, 
Benjamin E. Bates, Alanson Trask, Thomas A. Biddle, 
T. S. Young, James M. Beebe, S. Frothingham, Jr., 
Henry J. Gardner, Stephen H. Phillips, S. R. Spaulding, 
Henry H. Hyde, John T. Moore and Henry Young, and 
saw them sign the same. 

And that the above-named Bennington F. Randolph, 
D. S. Gregory and Irad Hawley acknowledged to him 
that they signed the same, and that the above are their 
signatures. Henry B. Hyde. 

Sworn before me this ninth day of May, A. D. 1859; 
and the said Henry B. Hyde acknowledged to me that 
he subscribed the same. 

Thomas L- Thornei<I/, Commissioner of Deeds. 



86 Equitable Life Assurance Society. 

State of New York, Attorney General's Office, 
Albany, May lo, 1859. 

I do hereby certify that I have examined the annexed 
charter of the Equitable Life Assurance Society of the 
United States, and that I find it to be made in accord- 
ance with the requirements of the act entitled 'An act 
to provide for the incorporation of Life and Health 
Insurance Companies, and in relation to agencies of such 
companies," passed June 24, 1853, and amendments 
thereto, and not inconsistent with the constitution or laws 
of this State, and of the United States. 

Lyman Tremain, Attorney General. 

To Hon. S. E. Church, Comptroller. 

State of New York, Comptroller's Office. 

I do hereby certify that the foregoing is a true copy of 
the declaration and charter of the Equitable Life Assur- 
ance Society of the United States, that the same is a 
correct transcript therefrom, and the whole of said original. 

In witness whereof, I have hereunto subscribed my 
name, and caused the seal of my oflQce to be aflSxed, at the 
city of Albany, this tenth day of May, 1859. 

[l. s,] Philip Phelps, Deputy Comptroller. 

State of New York, City and County op Albany, ss. 

William H. A. Rooker, of the city of Albany, being 
duly sworn, says that he is the foreman in the office of 
the Albany ^//«5 mid Argus, the State paper, and that 
the notice, of which the annexed is a printed copy, has 
been regularly published in said Albany Atlas and 
Argus, dailj', for six weeks successivel}', commencing on 
the sixteenth day of May, 1859. 

William H. A. Rooker. 

Sworn before me, this twenty-seventh day of June, 
1859. D. A. Manning, Commissioner of Deeds. 

certificate of authority. 

State of New York, Comptroller's Office, 
Albany, July 25, 1859. 
Whereas, the Equitable Life Assurance Society of the 
United States, located in the city of New York, having 



Equitable Life Assurance Society. 87 

complied with all the provisions of chapter 463, of the 
laws of 1853, providing for the incorporation of life and 
health insurance companies, and having deposited with 
the comptroller of the State of New York one hundred 
thousand dollars of United States five per cent stocks, in 
pursuance of the law aforesaid: 

Now, therefore, I, Stanford E. Church, comptroller ot 
the State of New York, do hereby certify that the said 
company has complied with the said law, and deposited 
with me the amount of securities required by law, they 
are duly authorized, on filing this and the other papers 
herewith attached, in the county clerk's office of the city 
and county of New York, to commence the business of 
insurance, as provided in their said charter. 

In witness whereof, I have hereunto subscribed my 
name, and caused the seal of my office to be affixed, the 
day and year aforesaid. 

[i.. s.] Philip Phelps, Deputy Comptroller. 

Statk of New York, Comptroller's Office. 

I do hereby certify that the foregoing is a true copy of 
the declaration, charter, certificate, affidavits and other 
papers on file in this office of the Equitable Life Assur- 
ance Society of the United States, and that the name is 
a correct transcript therefrom, and the whole of said 
original. 

In witness whereof, I have hereunto subscribed my 
name and caused the seal of my office to be affixed, at 
the city of Albany, this twenty-fifth day of July, 1859. 

[l. S.] Philip Phelps, Deputy Comptroller. 

State of New York, Insurance Department. 

I, iWilliam Barnes, superintendent of the insurance 
department of the State of New York, do hereby certify 
that I have compared the annexed copy of the declara- 
tion and charter of the Equitable Life Assurance Society 
of the United States, together with the certificate of the 
attorney general, and the final certificate of the comp- 
troller, with the originals on file in this department, and 
that the same are correct transcripts therefrom, and of 
the whole of said originals. 



88 Equitable Life Assurance Society. 

In witness whereof, I have hereunto set my hand and 
afl&xed my official seal, at the city of Albany, this 23d 
day of June, A. D. 1868. 

[l,. s.] George Woi,ford, Deputy Superintendent. 

B Y-LAWS . 

I . Stated meetings of the directors shall be held each 
year on the last Wednesday of January, April, July and 
October, or on any day of the succeeding months respect- 
ively, as the finance committee shall from time to time 
designate, and a report shall be made by the president of 
the transactions of the society during the next preceding 
financial quarter, stating particularly the contracts that 
have been made, the sums of money that have been 
received, and on what account ; the manner in which the 
same shall have been invested or paid, and the amount 
remaining on hand ; also the amounts due and unpaid. 
This report shall contain also a balance sheet showing the 
receipts ; disbursements; investments, the new and the 
outstanding insurance, the insurance terminated by 
maturity, purchase or lapse ; and all the particulars neces- 
sary to form a general exhibit of the society's condition 
at the close of said quarter. If, at the first quarterly 
meeting, the annual statement for the preceding year 
shall be submitted by the president, then the quarterly 
report may be omitted. There shall also be an annual 
meeting for the election of a president, a vice-president, 
a foreign vice-president, a second, third and fourth vice- 
president, a secretary and an assistant secretary, an 
actuary, a comptroller, a treasurer, an auditor, a super- 
intendent of agencies, a registrar, and two resident med- 
ical directors, and for the election of standing committees 
at the quarterly meeting in January or February of each 
year. Vacancies in any of said offices or committees maj^ 
be filled at any meeting of the board. The minutes of 
the board shall be kept by the secretary, who shall act 
as clerk of the board. 

2. The officers of this society shall be a president, a 
vice-president, a foreign vice-president, a second, third and 



Equitable Life Assurance Society. 89 

fourth vice-president, a secretary, an assistant secretary, 
an actuary, a comptroller, a treasurer, an auditor, a 
superintendent of agencies, and a registrar. 

3. The president may call a special meeting of the 
directors in his discretion; he shall also call a special 
meeting whenever five of the directors shall request him, 
in writing, to do so. All special and stated meetings 
shall be called by sending a written or printed notice to 
each director, but no business shall be taken up or sanc- 
tioned at a special meeting except that referred to in said 
notice, unless with the consent of a majority of the whole 
board, expressed by their votes at such meeting. 

4. Nine directors shall constitute a quorum for the 
transaction of business. 

5. Vacancies in the board of directors shall be filled at 
the next or subsequent meeting after such vacancy is 
declared, and at a meeting subsequent to that at which 
the nomination of a person to fill said vacancy is made, 
or at the annual election by stockholders. Vacancies in 
any of the standing committees may be filled at any reg- 
ular meeting of the board. 

6. The president shall, if present, preside at all 
meetings of the directors; he shall be ex-ofiicio a member 
of all standing committees. He shall also attend the 
meetings of any special committee when requested by the 
chairman. 

The president shall have the general direction and 
superintendence of the affairs of the society, and report 
the same at every stated meeting of the directors, and 
such report shall be placed on file and copied on the min- 
utes. 

The president shall appoint all clerks and other em- 
ployes not appointed by the board of directors. 

7. The vice-president, the foreign vice-president and 
the second, third and fourth vice-presidents shall assist 
the president; and whenever the president shall be absent, 
sick, or unable to perform the duties of his office, the vice- 
president shall perform the same. 



90 Equitable Life Assurance Society. 

The board of directors, and in the interim, until they 
are convened, the finance committee, may appoint a pres- 
ident to act temporarily when the president and vice- 
president are both absent, sick, or for any cause unable 
to act. 

8. The secretary, assistant secretar}^ treasurer and 
auditor shall perform their duties under the direction of 
the president. In the absence of the secretary, the assist- 
ant secretary shall perform his duties until otherwise 
ordered. 

9. The actuary of the society shall make calculations 
and tables for the present and future use of the society, 
subject to the approval of the president; audit the insur- 
ance portion of the quarterly and annual statements; col- 
lect and arrange data, books, documents, tables and ofl5- 
cial statements upon the business ot life insurance and 
annuities, for the use of the society, and perform such 
other appropriate acts as may be required by the board, 
its committees or the president. 

ID. The foreign vice-president, and the third and 
fourth vice-presidents shall have the supervision of the 
agencies of the society under the direction and instruction 
of the president, and shall perform such other duties as 
may be assigned by the president. 

1 1 . The superintendent of agencies shall perform such 
duties in connection with the supervision of the agencies 
of the society as may be assigned by the president. 

12. The comptroller shall, under the direction of the 
president, supervise the accounts of the society ; oversee 
the custody of the securities under the rules established 
from time to time ; superintend the clerical departments ; 
and have charge of and be responsible for the bond and 
mortgage department ; and in general give such aid as 
the president may require in the management of the 
office of the society. 

13. The registrar shall sign policies, checks and other 
official documents, under rules prescribed from time to 
time for that purpose, and shall perform such other duties 
as may be assigned to him by the president. 



Equitable Life Assurance Society. 91 

14. It shall be the duty of the resident medical direc- 
tors to attend daily during the business hours of the 
society, at the office of the society ; to make personal 
examinations of persons offering themselves for insurance; 
to examine the reports of physicians, agents and others 
upon applications for insurance ; to appoint all local med- 
ical examiners, and otherwise to supervise the medical 
department of the society, under the direction of the 
president and under the rules and regulations approved by 
him. 

The resident medical directors shall assist in collecting 
and arranging all facts and data connected with vital 
statistics in this and other countries, and the mortality 
experience of the society, and perform such other appro- 
priate acts as may be required by the board, its committees, 
or the president. 

15. The officers of the society shall have power to 
negotiate contracts for insurance on life and for annuity, 
and all other contracts necessary for the society in the 
management of its affairs, in conformity with the rules 
and regulations of the board for the time being. 

All such contracts shall be signed by any two of the 
following officers: the president, vice-president, foreign 
vice-president, second, third and fourth vice-presidents, 
secretary, actuary, comptroller, assistant secretary, treas- 
urer, registrar, auditor, superintendent of agencies, and 
the chairman of the finance committee. 

16. The seal of the corporation shall be under the 
charge of the president, who shall have the power to 
affix the same to contracts of assurance and annuities, to 
powers of attorney for the transfer of stock or for the col- 
lection of dividends, to certificates acknowledging satis- 
faction of mortgages, to assignments of mortgages where 
the whole amount due thereon shall have been paid, or 
to any instruments in writing which he has authority to 
execute, and to releases of portions of mortgaged prem- 
ises, and to deeds conveying real estate. 

17. The president, vice-president, foreign vice-presi- 
dent, second, third and fourth vice-presidents, actuary, 



92 Equitable Life Assurance Society, 

secretary, comptroller and treasurer shall give a bond or 
bonds for the faithful performance of their trusts, for 
such amount and with such sureties as shall be approved 
by the finance committee. Ev'ery bond so taken shall be 
so drawn as to remain in force until another bond or bonds 
be substituted and approved by the finance committee; 
and such bond or bonds shall after each annual election 
be submitted to the said committee. 

The finance committee may also require an official 
bond from any other officer, clerk or agent of the society, 
in such penalty and with such surety as they may deem 
proper. 

1 8. There shall be four standing committees of the 
board, namely, (i) a finance committee, (2) a committee 
on agencies, (3) a committee on insurance and (4) a com- 
mittee on accounts. 

The finance committee shall be elected by ballot at the 
annual meeting of February, 1885, and the expiring 
classes, as provided in section 19 of the by-laws, shall be 
thereafter elected by ballot at the annual meetings held 
at the time of their expiry respectively. The other of the 
said committees shall be annually elected by ballot and 
shall hold their office until their successors are appointed . 

19. The finance committee shall consist of ten direc- 
tors and the president (six of whom shall be a quorum), 
who shall superintend and direct all the investments, tem- 
porary and otherwise, that shall be made of the funds of 
the society, and the manner in which the accounts shall 
be kept, and may direct the change of investments or 
securities, and all matters connected with the finances and 
the expenses of the society; may itself, or through such 
person or persons as they may designate, audit all bills, 
and examine and check the cash payments with the 
vouchers; and shall do such other things as properly 
devolve upon an executive and finance committee, and 
shall, during the intervals when the board of directors is 
not in session, have all the powers of said board and shall 
keep minutes of their actions. 



Equitable Life Assurance Society. 93 

The committee shall, as soon as may be after the 
annual meeting of February, 1885, be divided into five 
classes of two members each, whose terms of ofl&ce shall 
expire respectively at the end of two, three, four, five 
and six years, unless sooner terminated by death, resig- 
nation, retirement from the board or otherwise. Before 
the expiration of each of such terms the finance committee 
shall nominate two members to fill the places of those 
retiring, which nominations shall be submitted to the 
board for their approval. And each of such classes on 
re-election shall serve for five years and their places shall 
be filled as aforesaid. Upon a vacancy occurring by death, 
resignation or otherwise, the unexpired terms may be 
fil'ed by the finance committee. 

20. The committee on insurance shall consist of five 
directors (three of whom shall constitute a quorum), who 
shall consult and advise with the ofiicers in all matters 
relative to insurance and the adjustment and settlement 
of claims for losses ; no loss shall be paid without the 
approbation of this committee. 

21. The committee on agencies shall consist of five 
directors (three of whom shall constitute a quorum) , who 
shall consult and advise with the officers on all matters 
relative to the appointment, management and removal ot 
agents, and their compensation, and shall have power to 
appoint and remove agents and to fix their compensation. 

22. The committee on accounts shall consist of five 
directors (two of whom shall constitute a quorum), who 
shall examine and audit all accounts, receipts and pay- 
ments not audited by the committee on finance or under 
its direction. 

23. Regular minutes of the proceedings of each com- 
mittee shall be kept in books provided for that purpose, 
and reports of the same read at every regular meeting of 
the directors. 

Every report of a standing or special committee not 
entered on the minutes of a standing committee shall be 
in writing and signed by the committee or its chairman. 



94 Equitable Life Assurance Society. 

24. No interest shall be allowed to remain due longer 
than thirty days on any bond and mortgage to the society 
without a foreclosure or suit being commenced, unless the 
president or the finance committee authorize a longer 
delay. 

25. The board of directors shall, at their last stated 
meeting previous to the annual election for directors, 
appoint three inspectors of election ; and in case any inspec- 
tor shall fail to attend, the president shall have the power 
to fill such vacancies. In case the said stated meeting 
shall not be held, the president shall call a special . meet- 
ing for the purpose aforesaid, of which special notice shall 
be given. Said special meeting shall be held at least six- 
teen days previous to the holding of said election. 

26. No policy shall be issued on any single life for a 
greater sum than two hundred thousand dollars. . 

27. No payment of the principal of bonds shall be deemed 
valid except upon the receipt of the president, the vice- 
president, the second, third or fourth vice-presidents, the 
comptroller, or one of them, with the actuarj^, the secre- 
tary, the assistant secretary, the treasurer, the registrar, 
the chairman of the finance committee, or one of them, 
and this shall be incorporated in the bond as part of the 
contract. 

28. All investments or sales of stocks or bonds shall 
be made in the name of the society, with power on the 
part of the president, the vice-president, the second, third 
or fourth vice-presidents, the comptroller, or one of them, 
with the actuary, the secretary, the assistant secretar}^, 
the treasurer, the registrar, the chairman of the finance 
committee, or one of them, to eflfect the transfers in the 
name of the society. 

29. No commissions or compensations, direct or indi- 
rect, for procuring or facilitating loans from the society 
shall be received by an}^ director, or by any of its officers 
or other person in its employment. And no loans on 
bond or mortgage shall be made to directors or to oflScers 
elected or appointed by the board. 



Equitable Life Assurance Society. 95 

30. Before any money is paid out for authorized loans 
on real estate, the president shall receive the bond, duly 
executed, a satisfactory policy of insurance (when fire 
insurance is required), and the certificate of such attor- 
ney or counsel for the society, as may be retained by the 
president for that purpose, that the title is valid and 
unincumbered, and that the mortgage is duly executed 
and delivered. 

31. At the close of each fiscal year the accounts and 
assets of the society shall be examined by a special com- 
mittee of five directors, the majority of whom shall not be 
members of the finance committee, and whose report shall 
be placed on the minutes. 

32. The by-laws shall not be altered or amended 
except at a meeting especially called for that purpose, or 
at any regular meeting subsequent to the meeting at 
which notice shall be given of such intention. 

33. These by-laws shall take efiect from the date ot 
the adoption thereof. 

The existing committees shall continue to act with the 
powers and duties herein provided, until their successors 
are appointed. 

[As amended May 22, 1895.] 



96 Germania Life Insurance Company. 



CHARTER AND BY-LAWS OF THE GERMANIA 
LIFE INSURANCE COMPANY. 

Article I. 

NAME AND LOCATION OF THE COMPANY. 

The name of this company shall be The Germania 
Life Insurance Company. It shall be located in the 
City of New York. 

Article II. 

BUSINESS TO BE UNDERTAKEN. 

The business of this company shall be to make in- 
surance upon the lives of individuals and every insur- 
ance appertaining thereto or connected therewith, and 
to grant, purchase or dispose of annuities. 

Article III. 

MODE OF EXERCISING CORPORATE POWERS OF THE COMPANY. 

The corporate powers of said company shall be ex- 
ercised by a Board of Directors, and such ofificers and 
agents as said board may appoint. 

The number of directors shall be twenty; but the 
board may at any of its meetings, held pursuant to no- 
tice given as hereinafter provided, b}' resolution in- 
crease the number of the directors to not more than 
fifty. No resolution increasing the number of directors 
shall be valid unless passed at a meeting held pursuant 
to notice given to the directors that the subject of in- 
creasing the number of directors will be brought before 
the board at such meeting. And the giving of such 
notice shall be directed by a resolution of the board 
passed at a previous meeting. 



Germania Life Insurance Company. 97 

Whenever the board shall thus resolve to increase 
the number of directors, the whole additional number 
shall be elected at the next succeeding election of di- 
rectors, besides those to be elected to supply vacancies 
to be filled at such election. And the ballots shall 
designate which are voted for to supply vacancies, and 
which as additional directors. Immediately after such 
election the additional directors shall be equally dis- 
tributed by lot among the five classes ; and one-fifth of 
the total number shall be thereafter elected annually, 
in the same manner as hereinafter provided in regard to 
the twenty directors above mentioned. 

(As amended 1890 under provisions of Chapter 650, 
Laws of 188Y.) 

A majority of the directors shall be citizens of the 
State of New York, and each director shall be a pro- 
prietor of at least ten shares of the capital stock of the 
company', and shall hold such stock at least thirty days 
before his election as director. 

Article IV. 

TIME AND MANNER OF ELECTING DIRECTORS AND OFFICERS. 

The following named persons shall constitute the 
first Board of Directors, and shall hold office until their 
successors are appointed : 

Lewis E. Amsinck, Isaac Bernheimer, Charles 
Breusing, Elie Charlier, C. Godfrey Gunther, John H. 
Hardt, Louis Jay, Edward Kaupe, Peter Kauth, 
Frederick Kapp, Gustav Kutter, Jeremiah Larocque, 
Johannes Lienau, Edward Luckemeyer, Charles Luling, 
Herman Marcuse, Oswald Ottendorfer, Hermann Rose, 
Max Schaefer, John F. Schepeler, Frederick Schwendler, 
Joseph Seligman, Leonard J. Stiastny, Edward von der 
Heydt, Louis von Hoffmann, David Wallerstein, Hugo 
Wesendonck, Bernhard Westermann, John Westfall, 
Melvin S. Whitney. 

In case either or any of the above named persons 
shall decline to serve, or prove to be ineligible, the 



98 Germania Life Insurance Company. 

vacancy or vacancies may be filled by the remaining 
directors. 

The Board of Directors shall, immediately after the 
organization of the compan)', divide itself by lot into 
five equal classes. 

The term of the first class shall expire at the end of 
one year from December 31, 1860; that of the second 
at the end of two years from that time ; that of the 
third at the end of three years from that time ; that of 
the fourth at the end of four 3'ears from that time ; and 
that of the fifth class at the end of five years from that 
time ; and so on successively, in each and every sub- 
sequent year. 

After the year 1860, one-fifth of the Board of Direc- 
tors shall be elected annuallv, on the second Wednesday 
in the month of December in each year, and shall hold 
office for five years, or until their successors are chosen; 
but any director shall be reeligible. 

The annual election of directors shall be held at the 
principal office of the company in the City of New 
York, and of which fourteen da5's' previous notice shall 
be given, in at least two of the daily newspapers pub- 
lished in said city. 

The first Board of Directors shall appoint three in- 
spectors of election, and afterwards at every election of 
directors, three persons shall be chosen by the persons 
entitled to vote for directors, as inspectors of the next 
succeeding election. No director shall be appointed an 
inspector of election, and no inspector shall be elected a 
director at an election of which he acts as inspector. 

The directors shall be elected by ballot, and a plural- 
ity of votes shall elect. . 

In the election of directors, every stockholder in the 
company shall be entitled to one vote for every share of 
stock held by him, and such vote may be given in per- 
son, or b}' proxy ; and each policy holder, paying at least 
one hundred dollars per annum in premiums, or annu- 
itant entitled to an annuity of not less than one hundred 



Germania Life Insurance Company. 99 

dollars per annum, shall be entitled to one vote, but 
such vote shall be given personally and not by proxy. 

The Board of Directors shall immediately after their 
organization, and annually after each election, elect from 
among their number a President and a Vice President. 

In case the Vice President shall at the same time 
hold any other office than that of a director in the com- 
pany, he shall not act as President thereof, but a tem- 
porary President may be chosen by the board or the 
President from among the members of the board to act 
as such during the absence or disability of the President. 
Such appointment when made by the President shall 
remain in force only until the next meeting of the Board 
of Directors. 

The board may also appoint at any time from their 
number a President to act temporarily, when the Presi- 
dent and Vice President shall be absent, interested, or 
unable to act. 

The Board of Directors may also, at any time, ap- 
point a Secretary, and such other officers as they may 
deem requisite, and who shall hold office upon such ten- 
ure as the Board of Directors shall prescribe. 

Article V. 

MANNER OF FILLING VACANCIES. 

Vacancies in the Board of Directors occurring in the 
intervals of elections by death, resignation or otherwise, 
may be filled by the board in the manner to be hereafter 
provided for in the by-laws. 

The directors shall supply any vacancy, occasioned 
by the omission to serve, of any inspector of election. 
In case of failure to elect on the day of election, the re- 
maining directors, whose places were not to have been 
supplied at such election, shall have power to elect di- 
rectors to fill the places of those, whose successors were 
to have been chosen at such election, but have not been 
by reason of such failure to elect, and also any additional 



100 Germania Life Insurance Company. 

directors to have been chosen at such election, but not 
chosen thereat. 

The Board of Directors shall have power to supply 
an}' vacancy in an}' office. 

Article VI. 

CAPITAL OF THE COMPANY. 

The capital of said company shall be two hundred 
thousand dollars, divided into four thousand shares, of 
fifty dollars each, which shall be personal property, 
transferable only on the books of the compan}', in con- 
formity with its by-Laws. 

The holders of the said capital stock may receive in- 
terest thereon, at a rate not exceeding Y per cent 
per annum For such interest the Board of Directors 
may declare dividends and designate the time and man- 
ner of their payment. 

No division of profits shall be made, until the stock- 
holders shall have first received interest at the rate of 7 
per cent per annum on the amount of the capital stock. 

Article VII. 

QUORUM OF the BOARD. 

Seven directors shall constitute a quorum for the 
transaction of business ; but the Board of Directors shall 
have power to increase this number by a by-law. 

Article VIII. 

BY-LAWS. 

The Board of Directors shall have power to enact b}'- 
laws for the government of the officers and agents, and 
for the management of the affairs of the company, not 
inconsistent with this charter, or with the constitution 
and laws of this State, or of the United States. 

No alteration or amendment of the b3'-laws, nor any 



Germania Life Insurance Company. 101 

addition thereto, shall be made except by an afBrmative 
vote of a majority of all the directors. 

The board shall be convened for such purpose by a 
notice to each director, expressing the subject of the al- 
teration, amendment, or addition proposed to be made, 
and the yeas and nayS' shall be taken on each question. 

Article IX. 

FISCAL YEAR OF THE COMPANY. 

The fiscal year of the company shall commence on 
the first day of January, and terminate on the thirt3'-first 
day of December in each year. 

Article X. 

TERMS AND RATES OF INSURANCE. 

The Board of Directors may regulate the amount of 
premiums, and the manner of payment of the same, and 
may limit by a by-law the amount to be insured on any 
one life. 

r 

Article XI. 

FORFEITURE OF POLICIES AND ADDITIONAL POWERS OF THE 

BOARD. 

In case of the nonpayment when due, of any premium 
on any policy of insurance issued by this company, or 
in case of the violation of any other condition of the pol- 
icy, the Board of Directors may forfeit such policy and 
apply all previous payments to the benefit of the com- 
pany. 

The Board of Directors shall have power to purchase 
for the benefit of the company.any policy of insurance or 
other obligation it ma}' have issued. 

The board shall possess all other powers usually 
vested in Boards of Directors, and not inconsistent with 
this charter or the constitution and laws of this State or 
of the United States. 



103 Germania Life Insurance Company. 

Article XII. 

LOANS OF THE COMPANY. 

No loan of the funds of this company shall be made 
to any director or officer of the company. 

Article XIII. 

DIVISION OF profits. 

Within three months after the expiration of the year 
eighteen hundred and sixty-seven, the officers of the 
company shall cause a general statement to be made, 
and a balance to be struck of the affairs of the company, 
which shall exhibit the amount of surplus or net profits 
of the company, as near as the same can be ascertained, 
after deducting a sufficient amount to reinsure all out- 
standing risks, and to cover other contingencies, as pro- 
vided by law. 20 per cent of the net profits thus ascer- • 
tained, in addition to the amount to be divided among 
the stockholders for interest on the capital, pursuant to 
Article 6, shall be apportioned and divided in cash 
among the holders of the capital stock of the company 
and the remaining 80 per cent of the said net profits 
shall be equitably divided in cash, or at the choice of 
the assured in such other manner as the Board of Di- 
rectors may determine among those policy holders, who 
by the terms of their policies participate in the profits, 
subject to the regulations of the Board of Directors, 
from time to time, as to the period during which a pol- 
icy must have been in force to entitle the holder to such 
participation, and as to the period for which dividends 
shall be declared. And on or before the first day of 
July, in the year one thousand eight hundred and sixty- 
nine, and in every subsequent year, or at such other 
times as the Board of Directors may determine, the of- 
ficers of the company shall cause a general statement to 
be made and a balance to be struck, as aforesaid. After 
deducting a sufficient amount to reinsure all outstanding 
risks, and to cover other contingencies, as provided by 



Germania Life Insurance Company. 103 

law, a sum equal to 5 per cent per annum of the capital 
stock, in addition to the amount to be divided among 
the stockholders for interest on the capital, pursuant to 
Article 6, shall be apportioned among the holders of 
the capital stock of the company, and the remaining net 
profits shall be equitably divided in cash, or at the op- 
tion of the assured in such other manner as the Board of 
Directors may determine, among those policy holders 
who, by the terms of their policies, participate in the 
profits, subject to the regulations of the Board of Direc- 
tors from time to time, as to the period during which a 
policy must have been in force to entitle the holder to 
such participation, and as to the period for which divi- 
dends shall be declared. In case of the death of any 
party insured, his ratable portion of the profits which 
may have accrued prior to his death and since the last 
division of profits shall at the next succeeding term of 
dividing profits, be paid in cash to his legal representa- 
tives or assigns. (As amended by law passed April 5, 
1867, chapter 258.) 

Article XIV. 

COMMISSIONERS TO OPEN BOOKS OF SUBSCRIPTION. 

Gustav Kutter, John F. Schepeler, Frederick 
Schwendler, Hugo Wesendonck, Melvin S. Whitney 
shall be commissioners to open books for subscriptions 
to the capital stock of the company, at such times and 
places as shall be proper, and to keep the same open 
until the full amount of two hundred thousand dollars 
shall be subscribed. A majority of the said commis- 
sioners may perform these duties. 

In Witness whereof, we the undersigned corpora- 
tors, have hereunto subscribed our names, this tenth 
day of April one thousand eight hundred and sixty : 

L. E. Amsinck, M. S. Whitney, August Belmont, 
Friedrich Kapp, E. Kaupe, Isaac Bernheimer, J. H. 
Hardt, L. J. Stiastny, Louis Jay, Gustav Kutter, Ed- 
ward Luckemeyer, Oswald Ottendorfer, D. Wallerstein, 
Louis A. von Hoffmann, Herman Marcuse, John Fed. 



104 Germania Life Insurance Company. 

Schepeler, Max Schaefer, C. Godfrey Gunther, Fredk. 
Schwendler, Hugo Wesendonck, Rufus L. Lord, Ed- 
ward von der Heydt, Adolphus Oechs, Joseph Seligman, 
Peter Kauth, Johannes Lienau, Elie Charlier, C. Breus- 
ing, Chas. Luling, Jere. Larocque- 

State of New York, \ 

City and County of New York. j ^^' 
On the Tenth day of April in the year one thousand 
eight hundred and sixty, before me personally came 
Lewis E. Amsinck, Melvin S. Whitney, August Bel- 
mont, Frederick Kapp, Edward Kaupe, Isaac Bern- 
heimer, John H. Hardt, Leonard J. Stiastny, Louis Jay, 
Gustav Kutter, Edward Luckemeyer, Oswald Ottendor- 
fer, David Wallerstein, Louis A. von Hoffmann, Her- 
mon Marcuse and John F. Schepeler, to me known to 
be sixteen of the individuals who executed the forego- 
ing instrument and they severally acknowledged that 
they executed the same for the uses and purposes there- 
in mentioned, and on the eleventh day of April in said 
year before me personally came Max Schaefer, C. God- 
frey Gunther, Frederick Schwendler, Hugo Wesen- 
donck, Rufus L. Lord, Edward von der Heydt, Adol- 
phus Oechs, Joseph Seligman, Peter Kauth and 
Johannes Lienau, to me known to be ten of the individu- 
als who executed the foregoing instrument and they 
severally acknowledged that they executed the same for 
the uses and purposes therein mentioned. And on the 
twelfth day of April in said year before me personally 
came Elie Charlier, Charles Breusing, Charles Luling 
and Jeremiah Larocque, to me known to be four of the 
individuals who executed the foregoing instrument and 
they severally acknowledged that they executed the 
same for the uses and purposes therein mentioned. 

Edw'd W. Collin, 
Connnissioner of Deeds 
for the City arid County of New York. 



Germania Life Insurance Company. 105 

State of New York, 



City and County of New York, '' 

I, John Clancy, Clerk of the City and County of New 
York, and also Clerk of the Supreme Court for said City 
and County, being a Court of Record, do hereby certify 
that Edw'd W. Collin, whose name is subscribed to the 
certificate of the proof or acknowledgment of the an- 
nexed instrument and thereon written, was at the time 
of taking such proof or acknowledgment a Commis- 
sioner of Deeds for said City and County, dwelling in said 
City, commissioned and sworn and duly authorized to 
take the same. And further, that I am well acquainted 
with the handwriting of such commissioner and verily 
believe that the signature to the said certificate of proof 
or acknowledgment is genuine. 

In Testimony whereof, I have hereunto set my hand 
and affixed the seal of the said Court and County, the 
12 day of April, 1860. 

John Clancy, Clerk. 

State of New York, Attorney General's Office, ) 

Albany, April i6th, i860. \ 
I do hereby certify, that I have examined the forego- 
ing charter of the Germania Life Insurance Company, 
and that I find it to be made in accordance with the re- 
quirements of the act entitled, " An Act to provide for 
the incorporation of Life and Health Insurance Com- 
panies and in relation to agencies of such companies," 
passed June 24, 1853, and not inconsistent with the 
Constitution or laws of this State or of the United 
States. 

Chas. G. Myers, Atfy Gen' I. 

certificate of authority. 

State of New York, Insurance Department, 

Albany, July loih, i860. 

Whereas, satisfactory evidence has been exhibited 

to me and filed in my office showing that the corporators 



106 Germania Life Insurance Company. 

of the Germania Life Insurance Company have fully or- 
ganized said Company : 

Now, therefore, I, William Barnes, Superintendent 
of the Insurance Department of the State of New York, 
do hereby certify that the said Germania Life Insurance 
Company has deposited with me as such Superintend- 
ent the sum of one hundred thousand dollars in the 
stocks or securities allowed b}' law ; and that the said 
Germania Life Insurance Company is duly authorized 
to commence business and issue policies as a life in- 
surance corporation according to the statutes in such 
case made and provided, on filing of this certificate with 
the certified copies of the papers required by law hereto 
attached in the County Clerk's office of the County of 
New York. 

In witness whereof, I have hereunto subscribed 
[seal] my name and caused my official seal to be 

affixed. 

William Bapnes, 

Superintendent. 

BY-LAWS. 

Article 1. 

meetings of the board. 

Section 1. Stated meetings of the directors shall 
be held on the fourth Wednesday of Januarj', April, July 
and October of each year, and a report shall be made to 
them by the President of the transactions and business 
of the company during the previous quarter, stating 
particularly the contracts that have been made, the sums 
of money that have been received and on what account, 
the manner in which the same have been invested or 
paid, and the amount remaining on hand; and a general 
balance sheet, exhibiting a full statement of the funds, 
investments, payments, and all claims for losses. A 
daily record shall also be kept stating the policies issued, 
the deaths reported, the policies surrendered, and the 



Germania Life Insurance Company. 107 

deposits in banks and trust companies, which shall be 
open to the inspection of any member of the board. 
(As amended Jan. 11, 1888, and March 25, 1891.) 
Sec. 2. There shall also be, after the year 1860, an 
annual meeting on the Saturday following the second 
Wednesday of December, for the election of a Presi- 
dent, a Vice President and standing committees. 

Sec. 3. The President may at any time call a spe- 
cial meeting of the directors, in his discretion ; he shall 
also call a special meeting whenever three of the direct- 
ors shall request him in writing to do so. All stated 
and special meetings shall be called by a written or 
printed notice to each director ; but no business shall 
be taken up or transacted at a special meeting except 
that referred to in said notice, unless with the consent of 
a majority of the whole board, expressed by their votes 
at such meeting. 

Article II. 

VACANCIES IN THE BOARD. 

Vacancies in the Board of Directors shall be 
filled at the next or a subsequent meeting after such va- 
cancy is declared, and at a meeting subsequent to that 
on which the nomination of a person to fill said vacancy 
is made. Notice of ah election to be inserted in the call 
issued to the directors for the meeting. 

Article III. 

OFFICERS. 

The officers of this company shall consist of a 
President, a Vice President and a Secretary ; but the 
directors may at first, and until they shall deem that 
the interests of the company requires the appointment 
of a separate person as Secretary, appoint the Vice 
President Acting Secretary, in which case he shall, while 
holding such appointment, perform the duties of 
Secretary and not act as President of the company. 
The board may also appoint an Actuary or Consulting 



108 Germania Life Insurance Company. 

Actuary, one or more physicians, and such law officers 
and other officers as may be required. 

Article IV. 

DUTIES OF OFFICERS. 

Section 1. The President shall preside at all meet- 
ings of the directors, and shall be ex officio member of all 
standing committees, except the Auditing Committee. 
He shall have the general direction and superintendence 
of the affairs of the company, and exclusive charge of 
the corporate seal of the company, with power to affix 
the same to contracts of insurance, endowments and an- 
nuities, to certificates acknowledging satisfaction of 
mortgages ; to assignments of mortgages, where the 
whole amount due thereon shall be paid ; to releases of 
portions of mortgaged premises, when authorized by the 
Finance Committee, to powers of attorne3'for the trans- 
fer of stocks or for the collection of dividends, with the 
concurrence of the Finance Committee, as provided for 
in Art. 7, Sec. 2 of these By-laws ; and in other cases 
when specially authorized by a resolution of the Board 
of Directors. 

In case the Vice President shall at the same time 
hold the appointment of Acting Secretary, the Presi- 
dent, when he shall be unable to act from sickness or 
temporary absence, shall be authorized to appoint from 
among the directors a President pro tem., the date of 
whose appointment and termination of services shall be 
recorded in the minute book of the directors. Such 
appointment shall remain in force only until the next 
meeting of the Board of Directors. 

Sec. 2. The Vice President shall assist the Presi- 
dent, and take the President's place whenever the latter 
shall be absent or unable to act, except in the case pro- 
vided for in Article 4 of the Charter in which he is 
not to be at liberty to act as President. 

Sec. 3. It shall be the duty of the Secretary to take 
charge of the books of the company ; to receive all 



Germania Life Insurance Company. 109 

moneys paid to the company, and to deposit them in such 
bank or banks asthe Board.of Directors may by resolution 
direct ; to see that true entries are made of them ; to take 
receipts for all moneys drawn, paid out or disbursed, and 
to have true entries made thereof ; to keep an accurate 
account of all investments, securities and assets, which 
shall be open at all office hours to the examination of 
the board or of any director ; to issue notices of all 
meetings of the directors and of committees, and in the 
notices of special meetings of the Board of Directors to 
insert by whose order and for what purpose they are 
convened ; to be present at all meetings of the board 
(unless otherwise directed), and to keep full minutes of 
the proceedings in a book provided for that purpose ; 
and generally to perform all the acts ordinarily pertain- 
ing to the office of Secretary. 

Sec. 4. The Actuary shall make all such calcula- 
tions relating to the duration of life and to the proper 
rates of premiums to be charged for risks to be taken 
by the compan}', or for annuities and endowments to be 
granted, as may be required by the President or the 
Board of Directors, or any committee thereof. It shall 
also be his duty to make the valuation of all outstand- 
ing risks, and of policies that may be offered for sur- 
render, and to prepare the periodical reports of the sit- 
uation of the company. He shall likewise assist in and 
superintend the keeping of such books and records as 
relate to his department. 

Sec. 5. It shall be the duty of the resident physician 
to attend dailj', at stated hours, at the office of the com- 
pany and to examine all persons upon whose lives insur- 
ance may be desired, and to report in writing upon each 
case. The physician may also be consulted upon all 
applications for insurance from abroad, and upon all 
documents relative to claims upon the company, caused 
by death of an insured party. 

Sec. 6. It shall be the du.ty of the attorneys and 
counselors to give such legal advice as may be solicited 
by the directors, committees or oflScers of the company; 



110 Germania Life Insurance Company. 

to examine all titles of propert}' referred to them, to re- 
port thereon, and to furnish an abstract of title thereof. 

Sfx. 7. The President and Secretary shall have 
power to make contracts for insurance on life, endow- 
ments and annuities, in conformity with the rules and 
regulations of the board for the time being. 

The President and Secretary shall sign all checks or 
drafts, and make them payable to the order of the per- 
son or persons entitled to receive the money. 

Article V. 

STANDING COMMITTEES. 

Section 1. Upon the adoption of these By-laws, 
and at each annual meeting for the election of President 
and Vice President, the following standing committees 
shall be elected by the board, and hold office until their 
successors are appointed : first, a Finance Committee; 
second, a Committee on Insurance; third, a Committee 
on Agencies ; fourth, an Auditing Committee. 

Sec. 2. The Finance Committee shall consist of six 
directors besides the President (four of whom shall be a 
quorum), who shall superintend and direct all the in- 
vestments that shall be made of the funds of the com- 
pany, and shall consult and advise with the officers in 
all matters connected with the finances of the company, 
and the declaration of dividends. 

Sec. 3. The Committee on Insurance shall consist 
of four directors besides the President (three of whom 
shall be a quorum), who shall consult and advise with 
the officers in all matters relative to insurance, and to 
the settlement of claims for losses; but no payment of 
such claims shall be authorized except b}' an affirmative 
vote of not less than a majority of the committee. 

Sec. 4. The Committee on Agencies shall consist 
of four directors, besides the President (three of whom 
shall be a quorum), who shall consult and advise with 
and assist the officers in all matters relative to agencies. 

Sec. 5. The Auditing Committee shall consist of 



Germania Life Insurance Company. Ill 

three directors (two of whom shall be a quorum), who 
shall examine each quarterly statement submitted to the 
board. 

Sec. 6. Regular minutes of the proceedings and 
resolutions of each committee shall be kept in books 
provided for that purpose. 

Sec. v. Every report of a standing or special com- 
mittee shall be in writing, and signed by the members 
of the committee assenting thereto. 

Article VI. 

LIMIT OF life risks AND MODE OF PAYMENT OF PREMIUMS. 

No policy or policies shall be issued on a single life 
for a greater amount in the aggregate than ^10,000, ex- 
cepting with the written approval of the resident phy- 
sician for any amount exceeding ^10,000 and not exceed- 
ing ^30,000, and with the additional written approval of 
the President, Vice President, Secretary and Actuary of 
the company for any amount exceeding ^30,000 and 
not exceeding 100,000. In case any one of the said 
officers be absent or unable to act, the written ap- 
proval of one of the directors who shall have been 
designated by the board to act as President pro tem- 
pore, shall be had in place of that of such absent offi- 
cer. Any excess beyond $50,000 of insurance written 
or carried on a single life shall be reinsured in some 
company admitted to do business in the State of New 
York. 

(As amended November 14, 1891). 

In case either of the said officers be absent or unable 
to act, the written approval of one of the directors who 
shall have been designated by the board to act as 
President pro tem. shall be had in place of that of such 
officer. 

All premiums shall be payable in cash. 

(As amended January 9, 186Y; January 11, 1888 r 
March 12, 1890 and November 14, 1891). 



112 Germania Life Insurance Company. 

Article VII. 

REGULATIONS REGARDING INVESTMENTS. 

Sec. 1. No payment of the principal of bonds shall 
be deemed valid except upon the joint receipt of the 
President and Secretary, and this shall be incorporated 
in the bond as part of the contract. 

Sec. 2. All investments of stocks shall be made 
in the name of the company, with power on the part of 
any four of the Finance Committee, of whom the Presi- 
dent shall always be one, to effect transfers of the same. 

Sec. 3. Before any money is paid out for authorized 
loans on real estate, the certificate of the counsel of the 
company of the examination of the title, and the result 
of such examination, shall be lodged with the President. 
Upon the payment of the money the bond is to be de- 
livered to him, and the mortgage on the property is to 
be left to be duly recorded in the proper office. The 
abstract of title, containing examinations continued to 
the time of recording the mortgage, with searches an- 
nexed, and certificates of searches for taxes, assess- 
ments and all other liens, shall be deposited with the 
President within a reasonable time after the making of 
the loan. 

(As amended January 11, 1888.) 

Sec. 4. No commissions, direct or indirect, shall be 
received by any of the directors or officers of this com- 
pany for procuring or facilitating loans from the com- 
pany. 

Article VIII. 

TRANSFER OF STOCK. 

No transfer of the stock of this company shall be 
deemed valid unless made upon its books by the person 
or persons having power to transfer the same, upon sur- 
render of the certificate. 



Germania Life Insurance Company. 113 

Article IX. ' 

SPECIAL COMMITTEE TO EXAMINE STATE OF THE COMPANY'S 

AFFAIRS. 

At the close of e^ch fiscal year the accounts and 
assets of the company shall be examined by a special 
committee of three directors (not members of the Finance 
Committee nor of the Auditing Committee) whose report 
shall be placed on the minutes. 

Article X. 

Whenever, as provided in Article XIII. of the com- 
pany's charter, a general statement shall be made and 
a balance struck of the affairs of the company, for the 
purpose of ascertaining the amount of surplus or net 
profits — in calculating the company's reserve all valu- 
ations of outstanding policies, additions thereto, unpaid 
dividends and all other obligations shall be made on the 
net premium based according to the Actuaries' or Com- 
bined Experience Table of Mortality, with interest at a 
rate of one-half per cent per annum below the rate as- 
sumed by the law of the State of New York, but not less 
than three per cent per annum, the amount of the differ- 
ence between the reserve thus calculated and that calcu- 
lated upon the rate assumed by the law of the State of 
New York to be deducted from the company's surplus, 
to cover other contingencies, as provided in Article XIII. 
of the charter, before any division of the profits shall be 
made. (As amended August 4, 1892.) 

Article XI. 

ORDER OF BUSINESS. 

The order of business at every meeting of the board 
shall be : 

1st. Reading of the minutes of the previous meeting. 

2d. Reports of officers. 

3d. Reports of standing committees. 

4th. Reports of special committees. 

5th. Other business. 



114 Home Life Insurance Company. 



CHARTER AND BY-LAWS OF THE HOME LIFE 
INSURANCE COMPANY. 

Article I. 

Section 1. The name of the companyshall.be "The 
Home Life Insurance Company." 

Article II. 

Section 1. The company shall be located, and the - 
principal office for the transaction of its business, shall 
be in the city of Brooklyn. 

Article III. 

Section 1. This company will undertake to make 
insurance on the lives of individuals, and every insurance 
pertaining thereto, or connected therewith, and to grant, 
purchase, or dispose of annuities. 

Sec. 2. The insurance business of this company 
shall be conducted on the principle of giving to policy 
holders an interest in the profits of the company, as 
hereinafter provided, unless it shall be otherwise agreed 
between the company and the insured. 

Sec. 3. The company may purchase, for its own 
benefit, any policy of insurance or other obligation of the 
company growing out of its business, and also any 
claims of policy holders. 

Article IV. 

Section 1. The corporate powers of this company 
shall be vested in a Board of Directors, and shall be ex- 
ercised by such board and by such officers and 
agents as they may appoint and empower. The Board 



Home Life Insurance Company. 115 

of Directors shall consist of not less than twenty-four 
nor more than forty persons, a majority of whom shall 
be citizens of the State of New York, and each of whom 
shall hold at least ten shares of the capital stock of the 
company. 

Sec. 2. The Board of Directors shall have power to 
provide by law what number of the Board of Directors, 
less than a majority, but not less than seven, shall con- 
stitute a quorum of the board for the transaction of 
business, and, until the board shall so provide, any num- 
ber not less than seven shall constitute such quorum. 

Sec. 3. The Board of Directors shall have power to 
determine the rates of premium for insurance and the 
amount that may be insured on any one life, and they 
shall also have power to make such by-laws, rules and 
regulations as they may deem suitable and necessary to 
promote the interests of the company and not inconsist- 
ent with the provisions of this charter, and the same to 
alter, amend, repeal or add to at pleasure; provided, 
however, that no bylaw shall be altered or repealed, 
nor shall any new by-law be adopted, except by a vote 
of a majority of the directors, nor until after notice of 
an}' proposed alteration or repeal of an existing by-law, 
or of any proposed new bylaw, shall have been given in 
writing at two successive meetings of the Board of Di- 
rectors. 

Sec. 4. The Board of Directors shall possess and 
exercise all other powers usually vested in the directors 
or trustees of life insurance companies, which are con- 
sistent with the provisions of this charter, and with the 
laws of the State of New York. 

Sec. 5. The Board of Directors may accept and ex- 
ercise any additional powers and privileges which any life 
insurance company may be authorized by the Legisla- 
ture of the State of New York at any time to exercise. 

Article V. 
Section 1. Thefollowingnamed persons, togetherwith 
such other persons as they shall select, not exceeding 



116 



Home Life Insurance Company. 



forty in all, shall constitute the first Board of Directors 
of this Company, viz : 



William H. Cary, 
Abiel A. Low, 
Isaac H. Frothingham, 
J. S. T. Stranahan, 
Walter S. Griffith, 
Samuel Smith, 
Thomas Messenger, 
Henry E. Pierrepont, 
Abraham B. Davis, 
Peter C. Cornell, 
John Schenck, 
John D. Cocks, 
L. B. Wyman, 
James Howe, 
John T. Martin, 
George A. Jarvis, 
George T. Hope, 
John Halsey, 



Samuel Perry, 
S. E. Howard, 
Harrold Dollner, 
Charles A. Townsend, 
H. B. Claflin, 
S. B. Chittenden, 
Theodore Polhemus, Jr., 
James E. Southworth, 
Czar Dunning, 
John G. Bergen, 
Lewis Roberts, 
J. Milton Smith, 
A. B. Capwell, 
Nehemiah Knight, 
John Sneden, 
Edward A. Lambert, 
Moses F. Odell, 



C. J. Sprague, 

Who shall hold their offices until others shall be elected 
in their places, as herein provided. 

In case either of the aforesaid persons shall decline 
or be ineligible to serve as a director, the remaining 
directors, acting as a board, shall have power to fill 
any vacancy or vacancies thus created. The Board of 
Directors shall divide themselves by lot into four equal 
classes ; the term of the first class shall be one year ; 
that of the second class, two years; that of the third class, 
three years, and that of the fourth class, four years ; and 
thereafter there shall be elected annually one-fourth of 
the whole number of directors, who shall hold office for 
four years. In the case of a failure to elect directors at 
any annual meeting of the company, the directors whose 
regular term of office does not then expire shall have 
power, acting as a board, to elect directors to fill the 
vacancies caused by such failure to elect ; and in case 
of any vacancies occurring in the board at any time the 



Home Life Insurance Company. 117 

Board of Directors shall have the power to fill such 
vacancies. 

Sec. 2. Every election of directors shall be held at 
the office of the company, in the city of Brooklyn, at 
such time in the month of March of each year as the 
board shall direct. Notice of every such election shall 
be published for two weeks immediately preceding the 
day of election, in two daily newspapers published in 
the city of Brooklyn. All such elections shall be by 
ballot, and a plurality of votes shall elect. 

Sec. 3. The Board of Directors shall appoint three 
inspectors at each annual election; in case either of the 
persons so appointed shall decline or omit to serve, the 
President of the company shall have power to appoint 
others to supply their places. 

Sec. 4. The Board of Directors may, at the meeting 
next preceding anyannual election of directors (provided 
that notice was given and entered on the minutes of a 
previous meeting of the board) reduce the number of 
the Board of Directors to not less than twenty-four, and 
they may also in like manner, after notice as aforesaid, 
increase the number to not more than forty; in such case 
one-fourth of the board, as thus reduced or increased, 
shall be annually elected in the manner' herein pre- 
scribed for the election of directors. 

Sec. 5. At every election of directors, each stock- 
holder shall be entitled to vote in person, or by proxy, 
on each share of stock owned and held by him. in his 
own right, for not less than thirty days previous to such 
election; and any person insured for life, paying to the 
company a premium of at least eighty dollars per annum, 
shall be entitled to one vote, but such vote shall be given 
personally and not by proxy. 

Sec. 6. The Board of Directors shall, at their first 
meeting, and thereafter at the first meeting of the board 
after each annual election of directors elect one of their 
number President, who shall hold office one year, and 
until the election of his successor; they ma}^ also elect 
one of their number Vice President, if they shall at any 



118 Home Life Insurance Company. 

time deem it expedient, and they may elect a President 
pro tempore at any time when the President and Vice 
President are absent or unable to act. 

Sec. 7. The Board of Directors shall have the power 
to appoint a Secretary, and such other officers, clerks 
and agents, as they shall deem necessary for the busi- 
ness of the company, and to remove the same at pleas- 
ure. 

Article VI. 

Section 1. The capital stock of the company shall 
be one hundred and twenty-five thousand dollars, which 
shall be divided into shares of one hundred dollars each. 
The stock shall be transferable only on the books of the 
company in the manner which the board shall prescribe. 

Sec. 2. The holders of the capital stock shall be 
entitled to receive, semi-annuallj', 6 per cent on the 
amount of stock held by them respectively ; but be- 
yond the amount of their capital stock, and the semi-an- 
nual payment of 6 per cent thereon as aforesaid, they 
shall not share in the funds or profits of the company, 
except as they maj? be entitled as policy holders, and 
then equally with the other holders of policies in said 
company. 

Sec. 3. Isaac H. Frothingham, Walter S. Griffith 
and A. B. Capwell, are hereby appointed commissioners 
to open books for subscriptions to the capital stock of 
the company. They shall give at least three days' 
notice, by advertisement in two daily papers published 
in the city of Brooklyn, of the time when and the place 
where such books will be opened ; and they shall keep 
the books open until the full amount of one hundred 
and twenty-five thousand dollars is subscribed. Two 
of such commissioners shall constitute a quorum. 

Article VII. 

Section 1. The Board of Directors shall cause a 
statement of the affairs of the company to be made an- 
nually, which shall exhibit the amount of the surplus or 



Home Life Insurance Company. 119 

net profits of the company, after reserving a sum suffi- 
cient to provide for all its liabilities. The net profits 
so ascertained shall be apportioned to the holders of 
policies who may be entitled to participate in the profits, 
according to their respective contributions thereto. 

Sec. 2. The Board of Directors may loan to the 
holders of the policies of the said company, hereafter 
issued, a sum not exceeding one-third of the annual 
premium on their policies respectively, for the payment 
of which according to the terms of each loan, the policy 
and all profits accruing thereon shall be pledged ; and 
shall invest all other funds and accumulations as is now 
or may hereafter be prescribed by law. 

Sec. 3. Any director may examine any books or 
vouchers belonging to the said company at any time 
during office hours. 

Sec. 4. The Finance Committee of the company 
shall consist of the President and four other directors, 
under whose supervision all investments of the funds 
shall be made. No loan or investment shall be made, 
except the same shall be authorized by the vote of a 
majority of said committee at a meeting thereof. 

Sec. 5. The fiscal year of the company shall com- 
mence on the first day of May in each year. 

AMENDMENT. 

In pursuance of the provisions of Chap. 183 of the 
Laws of 187Y, as amended by the Laws of 1881, Chap. 
583 of the State of New York, Section 1. The Home 
Life Insurance Company, at a duly called meeting of its 
Board of Directors, held on the 21st day of April, 1884, 
passed the following resolution : 

Resolved, That the charter of The Home Life Insur- 
ance Company be altered and amended by changing the 
first section of the Article 4 thereof, so that it shall 
read as follows : 

Sec. 1. The corporate powers of this company shall 
be vested in a Board of directors, and shall be exercised 



120 Home Life Insurance Company. 

by such board, and by such officers and agents as they 
may appoint and empower. 

The Board of Directors shall consist of not less than 
thirteen nor more than twenty three persons, a majority 
of whom shall be citizens of the State of New York, and 
each of whom shall hold at least ten shares of the cap- 
ital stock of the company. 

BY-LAWS. 

Article I. 

ANNUAL ELECTION. 

Section 1. The election of directors of this com- 
pany shall be held annually on the first Wednesday of 
March, at such hour as the directors may appoint. 
Notice thereof shall be published for two weeks, next 
preceding the day of election, in two daily newspapers 
published in the city of Brooklyn. 

Sec. 2. Three inspectors of the annual election 
shall be appointed by the Board of Directors at their 
regular meeting next preceding the day of election. 

Article II. 

MEETINGS OF THE BOARD. 

Section 1. The directors shall hold their regular 
meetings at the office of the company, on the third 
Monday of January, April, July and October. Seven 
members shall constitute a quorum of the board for the 
transaction of business. 

Sec. 2. Special meetings of the board may be called 
by the President, and it shall be his duty to call a meet- 
ing at anj' time when requested by three directors. 
Such request shall be in writing, and shall state the 
purpose and object of such meeting. 

Sec. 3. At all stated meetings of the board the fol- 
lowing shall be the order of business : 

Reading and approval of the minutes of the last 
meeting. 



Home Life Insurance Company. 121 

Reports of standing committees. 
Report of the Treasurer. 
Report of President. 
Reports of special committees. • 
Unfinished business. 

Article III. 

OFFICERS, ETC. 

Section 1. The board shall annually elect one of 
their number to be President. They may also, if a 
majority of the whole board shall deem it expedient, 
elect one of their number to be Vice President. They 
shall also elect a Secretary and a Treasurer, and they 
may appoint an actuary or a consulting actuary, one 
or more physicians, an attorney, and such other officers, 
clerks and servants as the interest of the company may 
seem to require. In the absence of the President, the 
Vice President shall perform the duties of the Presi- 
dent ; and in case of the absence of both the President 
and Vice President, or in case of their inability to act, 
the board may appoint from their number a President 
pro tempore. 

Article IV. 

DUTIES OF OFFICERS. 

Section 1. The President shall preside at all meet- 
ings of the directors, and shall be a member of all the 
standing committees (except the Auditing Committee). 
He shall have the general supervision of the business 
and estate of the company, and shall, at each stated 
meeting of the board, present a report of the business 
and affairs of the company during the previous quarter. 
He shall have the custody of the corporate seal, and 
shall affix the same to all documents and contracts, as 
he may be authorized by vote of the Board of Directors, 
or of the Finance Committee. He shall have charge of 
the certified copy of the charter. He may, with the 
duly recorded assent of the Finance Committee, transfer 



122 Home Life Insurance Company. 

stocks, satisfy mortgages, make and call in investments, 
and execute other conveyances of personal and real 
estate ; and he shall execute all contracts, policies and 
other papers necessary to .the transaction of the busi- 
ness of the company. 

Sec. 2. The Treasurer shall have the charge of all 
moneys, bonds and mortgages, certificates of stock and 
other evidences of debt belonging to the company. He 
shall deposit the funds in such bank or banks as the Fi- 
nance Committee shall direct, to the credit of the com- 
pany. No moneys shall be paid by him, except for sal- 
aries and current expenses, without the authority of 
the Finance Committee. All checks shall be drawn to 
the order of the party to whom the sum drawn for is 
payable, and shall be signed by the President, and 
countersigned by the Treasurer or Secretary, who shall 
give such bonds as the Finance Committee may require. 

Sec. 3. The Secretary shall keep the books and 
accounts of the company, and shall register and counter- 
sign all policies and contracts. He shall keep full min- 
utes of the meetings of the board, and of all committees. 
He shall prepare and sign all necessary papers and re- 
ports, and discharge all other duties usually devolving 
on that officer. 

Sec. 4. It shall be the duty of the resident physi- 
cian to attend at the office daily, at stated hours, to ex- 
amine applicants for insurance, and to give the officers 
a written report and opinion of each case, and also to 
advise the officers on all applications from abroad, and 
in regard to the claims against the company arising 
from death. 

Sec. 5. It shall be the duty of the attorney to give 
such legal advice and assistance as may at any time be 
solicited by the board, the committee, or the officers of 
the company. 

Article V. 

committees. 
Section 1. The following standing committees 



Home Life Insurance Company. 123 

shall annually be elected by the board, and shall hold 
office for one year, and until the election of their suc- 
cessors, viz. : 

1. An Executive Committee, to consist of the Presi- 
dent and six directors. 

2. A Finance Committee, to consist of the Presi- 
dent and four directors. 

3. An Auditing Committee, to consist of three di- 
rectors. 

A majority of any committee shall constitute a 
quorum. Regular minutes shall be kept of the proceed- 
ings of all standing and special committees, which shall 
be submitted to the board at each stated meeting or at 
any other time when they shall direct. All committee 
business shall be transacted at a regular meeting called 
for the purpose. 

Sec. 2. The Executive Committee shall exercise a 
supervisory control over the interests of the company 
in the absence of the Board of Directors. They shall 
appoint agents and remove them. They shall, in all 
emergencies, advise and direct the officers as to the 
course to be pursued. They shall have power to in- 
vestigate and decide on all claims against the company 
for losses, and act on all applications for the reduction 
or cancellation of policies, and the adjustment of any 
demands against the company. 

Sec. 3. It shall be the duty of the Finance Commit- 
tee to invest the funds of the company, and to sell, 
transfer and change such investments, or collect the 
money due thereon. They shall consider and recom- 
mend to the board the salaries or compensation to be 
paid to the respective officers and agents of the com- 
pany. They shall also examine and report to the board 
on the expenses of the company when required. They 
shall certify the annual statement to be made to the 
board previous to declaring the amount of profits 
earned. 

Sec. 4. It shall be the duty of the Auditing Com- 
mittee to examine the books and assets of the company 



124 Home Life Insurance Company. 

at least once in each year and to certify the facts to the 
Board as they find them ; they may also make examina- 
tions of the books and assets in their discretion. 

Article VI. 

INSURANCE. 

Section 1. No risks shall be taken on a single life 
for more than ^20,000. 

Sec. 2. All claims for insurance shall be paid within 
sixty days after satisfactory evidence of the claim is 
furnished, first deducting therefrom all indebtedness of 
the party to the company. 

Article VII. 

ANNUAL STATEMENT AND DIVIDEND 

Section 1. A full statement of the affairs and busi- 
ness of the company shall be made at the April meeting 
of the board in each year, when the annual division of 
surplus may be declared. 

Article VIII. 

AMENDMENTS AND ALTERATIONS. 

Section 1. These By-laws may be altered or 
amended in the manner prescribed in the charter of 
this company. 



Iowa Life Insurance Company. 125 



ARTICLES OF INCORPORATION OF THE 
IOWA LIFE INSURANCE COMPANY. 

The undersigned citizens of the State of Iowa, whose 
names are subscribed hereto for the purpose of organiz- 
ing a life insurance association under and by virtue of 
the provisions of Chapters I. and V. of Title IX. of the 
Code, do hereby organize and associate themselves and 
associates into a body corporate, as provided in said 
chapter, and do adopt the following Articles of Incorpo- 
ration: 

Article I. 

The name and style of this corporation shall be the 
Iowa Life Insurance Company, and by that name it 
shall have perpetual succession, unless changed or dis- 
solved according to the laws of the State of Iowa. 

Article II. 

The principal places for the transaction of the busi- 
ness of this company shall be at Sioux City, Woodbury 
County, Iowa, and Chicago, Cook County, Illinois. 

Article III. 

This association shall have a common seal, which 
may be changed or altered at pleasure. 

Article IV. 

Section 1, The business of this company shall be 
to make insurance on the lives of individuals, and every 
insurance appertaining thereto or connected with life 
risks, and to grant, purchase and dispose of annuities, 
and it shall possess and enjoy all powers, privileges and 
franchises, and be subject to all restrictions, regulations 



126 Iowa Life Insurance Company. 

and obligations imposed upon companies which are 
formed for the purpose of insuring the lives of individ- 
uals under the laws of the State of Iowa. 

Section 2. The insurance business of this company 
may be transacted on the mutual and stock plans, or 
either of said plans, and the Board of Directors of the 
company shall have the authority to receive subscrip- 
tions to the stock of said company as hereinafter pro- 
vided, whenever in the judgment of the Board of Direc- 
tors the interests of said company will be subserved 
thereby. 

Sec. 3. In case it shall be determined to receive 
subscriptions of stock in said company and issue stock 
of said company, and conduct any part of the business 
of said company on the stock plan as a stock company, 
under the statutes of the State of Iowa, the aggregate 
amount of the authorized capital stock is hereby placed 
at two-hundred fifty thousand dollars (^250,000), di- 
vided into shares of one hundred dollars ($100) each, in 
which event one hundred thousand dollars (^100,000) 
shall be subscribed and 25 per cent of said subscribed 
capital stock shall be paid in to said company before 
the said company shall be authorized to transact any 
business on the said stock plan or as a stock company. 
The balance of the stock that may be at any time sub- 
scribed shall be paid in at such times and in such 
amounts as the Board of Directors may from time to 
time provide and as by the statutes provided ; the 
purpose of this amendment being to authorize and per- 
mit the said company to transact any part of its busi- 
ness on the stock or nonparticipating plan, and at the 
same time to continue to transact business on the 
mutual plan. 

Sec. 4. In case said company shall receive subscrip- 
tions to its stock as aforesaid, and any part of the busi- 
ness of said company is operated and conducted as that 
of a stock company or upon the stock plan, the pro- 
ceeds of the sale of said stock shall be invested in such 
securities as are provided by the statutes of the State of 



Iowa Life Insurance Company. 127 

Iowa. The entire assets of the company shall stand as 
an indemnity and guarantee for the benefit of all risks 
of the company, indiscriminately. But the net profits 
arising from the business of said company on all non- 
participating and stock policies, and the profits on in- 
vestment of the proceeds of the sale of the capital stock, 
shall inure to the benefit of and belong to the share- 
holders of said company. The Board of Directors of 
said company shall have power to declare dividends on 
said stock from the earnings of the investment of said 
capital and profits aforesaid, as the same shall justify ; 
it being expressly understood that the stock shall not 
acquire title to or interest in the present or future assets 
belonging to the mutual department of this compan}'. 
In the adjustment of expenses, the stock and mutual 
departments shall each pay all expenses arising from 
the acquiring of new business in their respective depart- 
ments ; and each department shall pay its equitable 
proportion of the fixed expenses, viz.: officers' salaries, 
clerical help, rent, taxes and other fees, postage, adver- 
tising, printing and incidental office expenses, on the 
basis of gross premium receipts. 

Article V. 
Section 1. The management of the affairs of this 
company shall be conducted by a Board of Directors, 
which shall consist of nine members, except as herein- 
after provided. Said directors shall be elected at the an- 
nual meetings of the company. The present Board of 
Directors, nine in number, shall hold their offices as now 
provided, as follows : three of them shall hold their offi- 
ces until the first annual meeting, three until one year 
thereafter and three until two years thereafter. All 
directors hereafter elected shall hold their offices for 
three years, unless elected to fill vacancies for a shorter 
term. Provided however, that if said company shall is- 
sue and sell any capital stock as hereinbefore provided, 
the number of directors of said company shall consist 
of twenty-one (21), and the additional directors may be 



128 Iowa Life Insurance Company. 

appointed by the joint action of the present board and 
the subscribers to the capital stock, to hold office until 
the first annual election, and at said first annual election, 
in addition to the election of said three members of said 
board above mentioned, the said policy holders and 
stockholders shall elect twelve (12) additional directors, 
four of whom shall hold office for one year, four for two. 
years and four for three years, the terms of each four of 
said directors to be determined by lot ; and at each an- 
nual election thereafter there shall be elected seven 
members of said board. 

Sec. 2. The Board of Directors shall have the 
power to determine the rates of premium for insurance, 
and the amount that may be insured on any one life ; to 
prescribe such by-laws, rules and regulations for the 
transaction of the business of the company not incon- 
sistent with law or these articles as may be deemed ex- 
pedient, and to alter, amend, repeal or add to the same 
at pleasure ; provided, however, that no by-law shall be 
abrogated, amended or changed, nor shall any new by- 
law be adopted or proscribed, except by a vote of a 
majority of the directors present at two successive meet- 
ings of the board. 

Sec. 3. The Board of Directors shall also have 
all other powers usually vested in boards of directors 
or trustees of life insurance companies, not inconsistent 
with these articles or the constitution or laws of the 
State of Iowa. 

Sec. 4. In case it shall be determined to conduct 
any part of the business of this companj' on the stock 
plan, and increase the Board of Directors to twent3^-one 
members as hereinbefore provided, then the Board of 
Directors may provide by by-law what number of direc- 
tors less than a majority of the board, but not less than 
five, shall constitute a quorum for the transaction of 
business, and until the board shall so provide, any num- 
ber of directors not less than five shall constitute a 
quorum. 



Iowa Life Insurance Company. 129 

Article VI. 

Section 1. The Board of Directors shall, at the 
first meeting of the board after each annual election of 
directors, elect from their own number a President and 
Vice President of the company, who shall hold office for 
the term of one year and until their successors shall be 
elected and qualified. The Board of Directors shall 
have power to fill any vacancies that may occur in the 
board until the next annual election. 

Sec. 2. The Board of Directors shall have power to 
appoint at any time, secretaries, and such other officers, 
clerks and agents for carrying on the business of the 
company as the board shall deem expedient or proper, 
and the same to remove at pleasure, and to appoint or 
substitute others in their stead. 

I 
Article VII. 

The annual meetings of this company shall be held on 
the third Tuesday in January of each year, at which 
time all vacancies existing in the Board of Directors 
shall be filled by election. At all elections of said 
directors or other meetings of said company so long as 
the said company shall be operated and conducted on 
the mutual plan exclusively, each policy holder of the 
company shall be entitled to one vote. Each director 
so elected shall be the holder of a policy in said com- 
pany. In case there shall be an issue of stock, and the 
said company shall determine to operate and conduct 
any part of its business on the stock plan or as a stock 
company, also as above provided, then at all meetings 
of said company for the election of directors or other- 
wise, each policy holder and each share of stock shall 
be entitled to one vote, and it shall be lawful for any 
policy holder or share holder in said company possess- 
ing the right to vote to do so by proxy, duly authorized 
in writing, which proxy must be filed with the company 
thirty days before the election, to be valid^ but no policy 
holder or stock holder shall be entitled to vote who is in 



130 Iowa Life Insurance Company. 

default or in arrears to the company, and said directors 
may be elected from the policy holders or share holders 
of said company. Special meetings of this company 
may be called as may be provided by the by-laws. 

Article VIII. 

The highest amount of indebtedness to which this 
association shall at any time subject itself, aside from 
contracts of insurance and endowment, is the sum of 
twenty-five thousand dollars ($25,000). No indebted- 
ness shall be incurred or held as binding against this as- 
sociation unless the same shall be authorized by the 
Board of Directors. 

Article IX. 

The private property of the policj' holders, stock- 
holders, directors and officers of this company shall be 
exempt from all corporate debt. 

Article X. 

This association shall commence and be empowered 
to transact all necessary business as soon as these arti- 
cles are recorded in the office of the Recorder of Black- 
hawk County, Iowa, and shall continue for the term pro- 
vided in Section 1069 of the Code, with the privilege of 
renewal. 

Article XI. 

This association may take, acquire and hold real 
estate as provided in Section 1180 of the Code of Iowa, 
and the same may be conveyed bj' the President and 
Secretary, when authorized thereto by the Board of Di- 
rectors. It may also sue and be sued by its corporate 
name. 

Article XII. 

The names of the first Board of Directors in this as- 
sociation to hold office for the terms indicated below, and 
until their successors are elected and qualified, as pro- 



Iowa Life Insurance Company. 131 

vided by these articles, are Matt Parrott, John H. Leavitt 
and C. E. Mabie, to hold until the first annual meeting; 
A. J. Edwards, J. H. Kuhns and L. Alford to hold until 
the second annual meeting; D. W. Grouse, Edgar Pick- 
ett and S. Bagg to hold until the third annual meeting. 

Article XIII. 
These Articles of Incorporation may be altered or 
changed at any annual meeting of the policy holders 
and shareholders of this company, or at any special 
meeting called for that purpose, by a vote of two- thirds 
of the policy holders and shares voting at such meeting, 
and upon notice of such change being given as provided 
by the by-laws of the company. 

BY-LAWS. 

Article I. 

NAME, PRINCIPAL OFFICES, AND KIND OF BUSINESS. 

Section 1. Name. The Name of this company 
shall be the Iowa Life Insurance Company. 

PLACES OF BUSINESS. 

Sec 2. The principal offices for the transaction of 
its business shall be located at Sioux City, Woodbury 
County, Iowa, and Chicago, Cook County, Illinois. 

OBJECTS. 

Sec 3. The business of this company shall be to 
make insurance upon the lives of individuals, on the 
mutual and stock plans, and every insurance appertain- 
ing thereto or connected with life risks, and to grant, 
purchase and dispose of annuities, and to invest and re- 
invest its funds. 

Article II. 

SEAL. 

Section 1. The seal of this company shall have the 
following words, to wit. : " Iowa Life Insurance Com- 



133 Iowa Life Insurance Company. 

pany, Sioux City, Iowa, and Chicago, 111., Seal," which 
shall remain in the custody of the President. 

Article III. 

MEETINGS OF POLICY AND STOCKHOLDERS. 

Section 1. Annual Meeting. The annual meeting 
of the company shall be held on the third Tuesday in 
January in each year, at two o'clock P. M., at the com- 
pany's office in Sioux City, Iowa, for the election of di- 
rectors and the transaction of such other business as ma}' 
properly come before it, and such meeting may be ad- 
journed to meet at the office of the company in Chicago, 
Illinois. 

Sec 2. Special Meetings. Special meetings may be 
called at any time, when directed by the Board of Direct- 
ors. Or upon request to the President of one hundred 
(100) persons who shall be policy or stockholders, in 
which latter case said request shall clearly state the 
objects of the meeting, and shall be printed or written, and 
signed by every petitioner in his or her own hand writ- 
ing, with the number, date and amount of the certificate 
of stock, and the number and date of the policy held by 
him or her. Upon receipt by the President of the com- 
pany of such request duly signed as aforesaid, the Board 
of Directors shall call such special meeting. In all 
special meetings called by the Board of Directors they 
shall designate in said call at which of the principal offi- 
ces of this company it shall be held, and fix the hour for 
holding the same, and in said call shall state the sub- 
stantial objects of said meeting. Said special meeting 
shall take place at the time and place fixed in said call. 
Notice of special meetings shall be given by publication 
thereof for two weeks in a newspaper published in the 
city fixed in the call of said special meeting, as the place 
where said meeting shall be held, and by mailing a writ- 
ten or printed, or partly written and partly printed notice 
of such meeting to each policy and stockholder of this 
company at his last known place of address, as appears 



Iowa Life Insurance Company. 133 

upon the books of said company at least forty (40) days 
previous thereto. 

Sec. 3. Voting at Policy and Stockholders^ Meeting. 
At the annual and special meetings of the policy and 
stockholders, or at any adjourned meeting of the same, 
each policy and stockholder shall be entitled to one vote 
upon the policy held by him or her, and one vote for 
each share of stock owned by any such stockholder, and 
all voting at the annual and special meetings of the pol- 
icy and stockholders shall not be otherwise than as 
above provided. It shall be lawful for any policy holder 
or share holder in said company possessing the right to 
vote to do so by proxy, duly authorized in writing, which 
proxy must be filed in that office of the company where 
said meeting is to be held at least thirty (30) days be- 
fore said meeting ; but no policy or stockholder shall be 
entitled to vote who is in default or in arrears to the 
company. 

Article IV. 

BOARD OF DIRECTORS. 

Section 1. The management of the affairs of this 
company shall be under a Board of Directors, to be com- 
posed of twenty-one (21) members. Said directors shall 
be elected at the annual meetings of this company, and 
shall hold their office for three (3) years, except in case 
of vacancies in said board by reason of death, resigna- 
tion or otherwise, in which case Board of Directors 
shall elect directors to fill said vacancies until the next 
annual meeting, at which time directors shall be elected 
for the unexpired terms caused by said vacancies. At 
all meetings fot the transaction of business five (5) di- 
rectors shall constitute a quorum. 

Sec. 2. Regular Meetings of the Board of Directors. 
The directors shall hold regular meetings at the offices 
of said company in either the cities of Chicago, Illinois, 
or Sioux City, Iowa, on the third Wednesday of January, 
April, July and October, in each year, at 3 o'clock P. M., 
which may be adjourned from time to time, and if held 



134 Iowa Life Insurance Company. 

in the city of Chicago, may be adjourned to meet at the 
office of the company at Sioux City, Iowa, and if held at 
the office of the company at Sioux City, may be ad- 
journed to meet at the office of the company at Chicago, 
Illinois. Five days' notice of such meeting designa- 
ting at which of the principal offices of this company it 
shall be held, shall be given by the Secretary to each of 
the directors, mailed to his last known place of address, 
as shown upon the books of the company, and in case 
such notice is not given them no meeting of the Board 
of Directors shall be held at either of the principal offices 
of the company on the days above mentioned. 

Sec. 3. Special Meetings of the Board of Directors. 
Special meetings of the Board of Directors may be called 
by the President upon the Secretary's first giving five 
(5) days' notice of such meeting to each director of this 
company as above provided, and such call shall specify 
at which of the principal offices of the company such 
meeting shall be held, and the hour of meeting. 

Sec. 4. Election of Officers. At the first stated 
meeting of the Board of Directors, after the annual elec- 
tion of directors, there shall be elected by ballot a Pres- 
ident, Vice President, 2d Vice President, Secretary, 
Treasurer, assistant treasurer, counsel and assistant 
counsel or attorney, one or more medical directors, an 
actuary, and superintendent of agencies, to serve for 
the term of one (1) year, or until their successors are 
elected and qualified. The directors may at an}' meet- 
ing appoint such other officer or officers as they may 
deem necessary, and define their respective duties, and 
may also fill for the unexpired term vacancies which may 
occur in any of the above named offices; and may also 
fill any vacancies in the Board of Directors ; and maj' re- 
move an}' officer so elected, for good cause, at any time 
when they believe it to be for the interest of the company 
so to do, and may remove any appointed officer at their 
pleasure, either with or without cause for so doing. 

Sec. 5. Order of Business. At all meetings of the 



Iowa Life Insurance Company. 135 

Board of Directors, the order of business shall be as 
follows ; 

1. Reading minutes of last meeting. 

2. Considering of communications to the board. 

3. Reports of officers. 

4. Report of Finance Committee. 

5. Report of Standing Committees. 

6. Report of Special Committees. 

7. Unfinished Business. 

8. New Business. 

Sec. 6. The Board of Directors shall from time to 
time declare dividends on the stock from profits arising 
from the stock department and on participating policies 
from profits arising from the mutual department, and di- 
rect the time and manner in which the same shall be 
paid. 

Sec. Y. The Board of Directors may at any meet- 
ing authorize the issuance of additional stock for the 
stock department of this company, not to exceed the 
amount of the authorized capitalization of the compan)^, 
and may also provide conditions upon which it shall be 
issued. 

Article V. 

OFFICERS. DUTIES OF THE PRESIDENT. 

Section. 1. The President (and in his absence the 
Vice President), shall preside at all meetings of the 
policy holders, and stockholders of this company, and 
of the Board of Directors. In case of the absence of 
both President and Vice President, the meeting shall 
designate a temporary presiding officer. 

Sec. 2. The President shall have the general direc- 
tion and supervision of the business and affairs of the 
company; he shall make contracts with general and 
special agents and managers, and prescribe their duties 
and the duties of all subordinate officers, agents and 
employees of the company when not especially pre- 
scribed by the by-laws or by vote of the Board of Direct- 
ors. 



136 Iowa Life Insurance Company. 

Sec. 3. The President and Secretary shall dis- 
charge or assign mortgages on real estate held b}' the 
company, when the amount due thereon shall have been 
paid. 

Sec. 4. The President with the consent of the fi- 
nance committee may transfer stock, make and call in- 
vestments, make conveyances of real property, and ex- 
ecute all other deeds and papers requiring the seal of 
the company. 

Sec. 5. The President shall, in case of sickness or 
temporary absence of himself and the Vice President, be 
authorized to appoint a President pro tem. from among 
the directors of the company, to perform the duties of 
the President, which appointment shall be entered upon 
the book of minutes of the Board of Directors by the 
President or Secretary, and shall continue until an en- 
try shall be made showing the termination of such ap- 
pointment. 

Sec. 6. This by-law shall not be construed to 
prevent the Board of Directors frOm appointing or re- 
moving a President pro tem. 

Sec. 7. The President shall pass upon all applica- 
tions for insurance and annuities received by the com 
pany, and reject or approve of the same, and if same 
are approved bj' him and the medical director, he shall 
cause policies to be issued upon the same. 

Sec. 8. He shall also have charge of the bonds, 
mortgages, certificates of stock and real estate, and of 
all valuable papers or other securities of the company ; 
he shall also be the custodian of all indemnifying bonds 
given for the protection of the company, with the ex- 
ception of the one given by himself, which bond shall be 
in the custody of the Secretary. 

Sec. 9. The President shall be ex officio member of 
all committees now standing or hereafter to be created. 

DUTIES OF VICE PRESIDENT. 

Sec. 10. The Vice President shall, in the absence 
or inability of the President, perform all the duties of 



Iowa Life Insurance Company. 137 

the President. He shall also perform such other duties 
as may from time to time be prescribed by the Board of 
Directors. 

DUTIES OF SECOND VICE PRESIDENT. 

Sec. 11. The duties of theSecondVice President shall 
be such as may be prescribed by the Board of Directors 
from time to time. 

DUTIES OF SECRETARY. 

Sec. 12. The Secretary shall have power, with the 
President, to make contracts for insurance and annuities 
on lives. He shall have the general oversight of the office 
business in the insurance department, and of the general 
correspondence relating thereto. He shall provide all 
books necessary for a proper keeping of the records and 
accounts of the company at its principal offices, and su- 
pervise the same. He shall see that just, true and cor- 
rect bank, check, cash and other suitable books are 
kept, and that such books are so kept as to show at all 
times a clear and distinct exhibit of the invested securi- 
ties and assets, and of the income, disbursements and 
general business of the company; and such books shall 
be open at all times during business hours to the inspec- 
tion of any officer or any member of the Beard of Direc- 
tors. He shall be present at all meetings of the direc- 
tors, and shall keep full minutes of the proceedings, and 
shall engross the same in a book kept for that purpose. 

Sec. 13. He shall notify each policy and stock- 
holder of the annual or any special meeting of the policy 
and stockholders, in accordance with the provisions of 
these by-laws. 

See. 14. He shall notify each director of his elec- 
tion, and of the time and place of holding the regular 
meetings of the board, and shall also notify each direc- 
tor of the time and place of holding any special meet- 
ings of the board. 

Sec. 15. The Secretary shall also be the custodian 
of the indemnifying bond furnished the company by the 
President. 



138 Iowa Life Insurance Company. 

duties of treasurer. 
Sec. 16. It shall be the duty of the Treasurer to re- 
ceive from the Secretary all moneys paid to the com- 
pany, giving his receipt therefor, and to disburse the 
same only upon the signatures of the President or Vice 
President with the Secretary, or one of said officers and 
one member of the Finance Committee, other than the 
Treasurer. 

DUTIES OF ASSISTANT TREASURER. 

Sec. 17. The duties of the Assistant Treasurer shall be 
such as shall hereafter be prescribed by resolution of the 
Board of Directors or by the Finance Committee. 

DUTIES OF ACTUARY. 

Sec. 18. It shall be the duty of the actuary to make 
calculations and tables for the present and future use of 
the compan}', on such principles as may be adopted by 
the board ; to prepare or cause to be prepared the peri- 
odical statements required by our own and other States ; 
collect and arrange useful data, books, documents, tables 
and official statements upon the business of life insur- 
ance for the use of the company ; to make reports and 
communications; and to perform such other appropriate 
acts as may be required by the Board of Directors, 
Finance Committee, the President or the Secretary. 

DUTIES OF medical DIRECTORS. 

Sec. 19. The medical directors shall carefully ex- 
amine all applications for insurance referred to either of 
them respectively and report on the same his approval 
or disapproval, and to turn the same over to the Presi- 
dent. No policy of insurance shall be issued to any ap- 
plicant not approved by one of said medical directors. 
Said medical directors shall keep a list of the names of 
all medical examiners acting as such for this company. 
So far as practicable they shall each thoroughly inform 
themselves with reference to the personal habits of such 
medical examiners, not only as physicians, but also as 
citizens in the communities where they reside. No per- 



Iowa Life Insurance Company. 139 

son shall be appointed medical examiner for the com- 
pany without the approval of one of said medical di- 
rectors. 

DUTIES OF COUNSEL. 

Sec. 20. It shall be the duty of the counsel to act 
as legal representative of this company, and as such he 
shall have charge of the prosecution and defense of all 
matters at law and in chancery ; to prepare all legal pa- 
pers required in the transaction of the business of the 
company, subject, however, to the direction and control 
of the Board of Directors. He shall examine all proofs 
of loss, and shall determine whether the claimant is en- 
titled to receive such moneys as may be claimed to be 
due under the policy on which the claim is made. He 
shall examine all abstracts of title to real estate upon 
which applications are made to the company for loans 
and shall certify to such titles. 

Sec. 21. He shall examine and approve or reject all 
disputed claims in favor of or against the company. 

DUTIES OF ASSISTANT COUNSEL. 

Sec. 22. The assistant counsel shall be under the 
supervision and control of the general counsel, and per- 
form only such acts in behalf of the company as by the 
general counsel directed. 

SUPERINTENDENT OF AGENTS. 

Sec. 23. The superintendent of agents shall have 
the power to appoint and remove, and shall supervise 
the agents of the company, subject to the approval of 
the President, and shall perform such other duties as 
the Board of Directors or President may direct. 

Article VI. 

COMPENSATION OF OFFICERS AND EMPLOYEES. 

Section 1. The President and Secretary shall ap- 
point, remove and fix the compensation for each and 
every person, including special and general agents and 



140 Iowa Life Insurance Company. 

managers, employed by the company, except the officers 
to be elected annually by the Board of Directors, whose 
compensation shall be determined by the Board of Di- 
rectors. A book containing a list of such agents, man- 
agers and employees of the company shall be kept in 
the office of the company, in which the name, time and 
character of employment, and salary of said person or 
persons so employed shall be recorded. 

Article VII. 

FINANCE COMMITTEE. 

Section 1. The Finance Committee shall consist of 
the President, Vice President, Secretary, Treasurer, 
Assistant Treasurer and Counsel. The Treasurer shall 
be the chairman of the Finance Committee. Any three 
of whom shall constitute a quorum for the transaction 
of business. The Secretary of the company shall be 
ex officio Secretary of the Finance Committee, and shall 
keep minutes of all meetings in a book provided for 
that purpose. 

Sec. 2. The Finance Committee shall have the gen- 
eral control of the finances and funds of the company, 
and the general management of all matters pertaining 
thereto. It may sell any real estate or other property 
owned or hereafter acquired by the company. The 
deeds for real estate so sold shall be executed by the 
President and Secretary. 

Sec. 3. It shall examine and pass upon all such 
proofs of death that shall have been approved by the 
counsel of the company as may be submitted to it by 
the President and Secretary. No death claim shall be 
paid unless a quorum of the committee shall concur 
therein, without the sanction of the directors ; but the 
Finance Committee shall have power to delegate to the 
President and Secretary acting jointly, authority to set- 
tle claims for death losses after the same shall have 
been approved by the general counsel. 

Sec. 4. The Finance Committee shall fix the maxi- 



Iowa Life Insurance Company. 141 

mum sum for which any life may be insured ; shall pre- 
scribe forms of applications and policies, and fix the 
rates of premium for insurance and annuities. Extra 
rates may be fixed by the President and Secretary. 

Sec. 5. The Finance Committee may recommend to 
the Board of Directors the amount of dividends which 
may be declared on the stock from profits arising from 
the stock department, and on participating policies from 
profits arising from the mutual department, and the 
manner in which such dividends shall be paid. 

Sec. 6. The Finance Committee shall provide regu- 
lar books of certificates of stock which shall be kept in 
the custody of the Secretary which said certificates shall 
be numbered and issued in regular order and shall be 
signed by the President and Secretary, and the corpo- 
rate seal attached. 

Sec. Y. Such certificates of stock shall be transfer- 
able by assignment on the back thereof upon the sur- 
render of the certificate to the Secretary of the company. 

Sec. 8. The Finance Committee shall provide for 
the form of said certificates, and assignment thereof, in 
such manner as they may deem proper, and may provide 
for the registration of certificates of stock. 

MEETINGS OF FINANCE COMMITTEE. 

Sec. 9. There shall be a meeting of the Finance 
Committee on the second Tuesday of every month in 
each year, at 4 o'clock P. M., or at such other hour as 
may be fixed by the committee. 

Sec. 10. Special meetings of the committee may be 
called by the direction of the President, or other officer 
performing the duties of the President. 

Article VIII. 

OFFICIAL BONDS. 

Section. 1. The President, Secretary and Treas- 
urer shall each give a bond for the faithful performance 
of their duties, with sufficient surety, and of such amount 



142 Iowa Life Insurance Company. 

as shall be determined by the Board of Directors. The 
Finance Committee may also require a bond from any 
other officer or clerk of the company, of such amount 
and with such surety as they may deem proper. 

Article IX. 

INVESTMENTS. 

Section 1. All investments in stocks, bonds, or 
other securities, shall be made in the name of the Iowa 
Life Insurance Company. 

Article X. 
transactions with united states treasury. 
Section 1. In all transactions with the Treasury 
Department of the United States the President of the 
company is hereby authorized to receive and receipt for 
all moneys due and payable to this company, and to en- 
dorse checks and drafts in its name, and on its behalf, 
and to give full discharge of the same. 

Article XI. 
amount of policy. 
Section. 1. No policy shall be issued for a less 
amount than five hundred dollars, except in the case of 
full paid policies, and no policy shall be issued for a 
larger sum than shall from time to time be fixed by the 
Finance Committee except by the order of the Board of 
Directors. 

Sec 2. Every policy shall be numbered in its reg- 
ular order, and shall be signed by the President and 
Secretary. 

Article XII. 

Section 1. The financial year of this company shall 
close on the last day of December in each year. 

Article XIII. 

STOCK. 

Section. 1. Certificates of stock shall be issued to 



Iowa Life Insurance Company. I43 

the subscribers or persons entitled to the same, and shall 
be signed by the President and Secretary, under the 
seal of the company, and shall be assignable and may 
be transferred as provided by the Finance Committee, 
which shall appear upon each certificate and the back 
thereof ; and if registered, shall be registered in the 
manner provided by the Finance Committee. 

Article XIV. 

AMENDMENTS. 

Section 1. These by-laws may be amended, 
changed or repealed by a vote of the majority of the 
directors present at two successive meetings of the 
Board of Directors. 

Sec. 2. All former by-laws are hereby repealed. 



144 John Hancock Mutual Life Insurance Company. 



CHARTER AND BY-LAWS OF THE JOHN 
HANCOCK MUTUAL LIFE INSUR- 
ANCE COMPANY. 

CHAPTER 125, COMMONWEALTH OF MASSACHUSETTS. 

In the year one thousand eight hundred and sixty- 
two. 
AN ACT to incorporate the John Hancock Mutual Life 

Insurance Company. 

Be it enacted by the Senate and House of Represen- 
tatives in General Court assembled, and by the author- 
ity of the same, as follows: Nathaniel Harris, James 
P. Thorndike, Gerry W. Cochrane, their associates and 
successors, are hereby made a corporation by the name 
of the John Hancock Mutual Life Insurance Company, 
to be established and located in the city' of Boston, for 
the purpose of making insurance upon lives; with all the 
powers and privileges, and subject to the duties, liabil- 
ities and restrictions set forth in so much of the fifty- 
eighth chapter of the General Statutes as relates to 
mutual life insurance companies, and all other acts 
which are or may be in force relative to such companies. 

House of Representatives, April 18, 1862. 
Passed to be enacted, 

Alex H. Bullock, Speaker. 

In Senate, April ]9, 1862. 

Passed to be enacted, 

John H. Clifford, President 
April 21, 1862, Approved, 

John A. Andrew. 

BY-LAWS. 
1. The annual meeting of the Company, for the 



John Hancock Mutual Life Insurance Company. 145 

choice of Directors and an Examining Committee, and the 
transaction of other business, shall be held at its home 
office, on the second Monday of February, in each year, 
at twelve o'clock, noon. 

2. Special meetings maybe called by the Directors, 
and the Secretary shall give notice thereof, by advertise- 
ment in some daily newspaper, published in Boston, at 
least seven days before the meeting. 

3. Ten members shall constitute a quorum at any 
meeting. 

4. At each annual meeting, there shall be chosen 
three Directors, who shall hold office for four years; also 
an Examining Committee of three, only one of whom 
shall be a member in two successive years, who shall 
meet at the home office of the company, in the month of 
January following their election, and make a thorough 
examination of the affairs of the company, they may 
obtain at the expense of the company such actuarial or 
other aid as they may deem needful, and shall report the 
results of their examination at the annual meeting next 
ensuing. 

5. The Directors shall have the control and manage- 
ment of the business and affairs of the company, and the 
distribution of its surplus funds; they shall present a re- 
port at every annual meeting with a full statement of 
the condition of the company, its assets and liabilities. 
They shall meet on the day after the annual meeting, 
and at such meeting, or some adjournment thereof; 
choose by ballot from their own number, a President, 
First and Second Vice Presidents and a Committee of 
Finance, consisting of three members; they may also 
choose a Secretary, Treasurer, and such other officers 
as they shall deem proper; they may fix the compensa- 
tion and define the duties of all the officers, and remove 
them, or any of them, at any time. 

6. No person shall be eligible as President, Vice 
President, Secretary, Treasurer, Medical Examiner or 
Director, who has any interest in commissions on pre- 
miums payable to the company. No person shall be 



146 John Hancock Mutual Life Insurance Company. 

eligible as Director unless he is insured in the companj' 
to the amount of at least one thousand dollars, and a 
citizen of Massachusetts. 

1. The officers chosen by the Directors shall each 
hold office for one year, and until a successor is chosen, 
but vacancies occurring in any manner in their number, 
the number of the Directors or the Examining Commit- 
tee, may be filled by the Directors for the remainder of 
the term for which the officer or member, in whose posi- 
tion the vacancy occurs, was chosen. 

8. Regular meetings of the Directors shall be held on 
the second Monday of each month; special meetings 
may be called by the President or any two Directors; 
written or printed notices of all meetings shall be sent 
to the Directors by mail, post-paid, or personal delivery, 
by the Secretary. Five members shall constitute a 
quorum for the transaction of business. 

9. In the absence or disability of the President, the 
First Vice President shall act as President, or in his ab- 
sence or disability the Second Vice President, and in the 
absence or temporary disability of any officer, the Direc- 
tors may fill the vacancy //-i? tempore. 

10. The President, Vice Presidents, Secretary and 
Treasurer shall each give bond, with sufficient sureties, 
in such sums as the Directors may, from time to time, 
determine, for the faithful performance of the duties of 
their respective offices. The Committee of Finance 
shall approve these bonds, and examine them in the 
month of March in each year, and the directors maj' 
require new bonds whenever they shall see fit. The 
bonds of the President and Vice Presidents shall be in 
the custody of the Chairman of the Committee of Fi- 
nance; those of the Secretary and Treasurer shall be 
kept by the President. 

11. Policies of insurance shall be signed by the 
President or either of the Vice Presidents, or in their 
absence or disability, by two of the Directors, and b}^ 
the Secretary. Checks shall be signed by the President, 
or either of the Vice Presidents and Treasurer, or by 



John Hancock Mutual Life Insurance Company. 147 

one of the Committee of Finance, in place of any one 
of said officers. All other instruments, transfers of 
stocks, and affidavits, shall be executed, and when it is 
requisite, acknowledged or made oath to, in such man- 
ner as the directors shall, from time to time determine. 

12. No risk shall be taken on any one life for a 
greater amount than twenty-five thousand dollars, with- 
out a special vote of the directors. 

13. These by-laws may be altered at any meeting 
of the compan)', provided, that a copy of the proposed 
alterations be placed before the directors at least four- 
teen days before such meeting, but no alterations shall 
affect the tenure of office of any officer chosen prior 
thereto. 



148 Kansas Mutual Life Association. 



CHARTER AND BY-LAWS OF KANSAS MUTUAL 
LIFE ASSOCIATION.* 

State of Kansas, I 

Office of the Secretary of State, j 

I, William Higgins, Secretary of State, of the State 
of Kansas, do hereby certify that the following and an- 
nexed is a true and correct copy of the original instru- 
ment of writing filed in my office January 26, 1892. 

In testimony whereof, I have hereunto subscribed my 
name and affixed my official seal. 
[seal.] Done at Topeka, Kansas, this seventh 

day of April, 1892. 

William Higgins, 
By Theo. F. Orner, Secretary of State. 

Assistant Secretary of State. 

Article I. 

The name of this corporation shall be The Kansas 
Mutual Life Association. 

Article II. 

The purpose for which this corporation is formed 
shall be to make insurance on the lives of individuals, and 
every assurance pertaining thereto or connected there- 
with, and to grant, purchase and dispose of annuiteis 
and endowments of ever}' kind and description what- 
ever. This corporation shall possess and enjo}' all 
powers, privileges and franchises belonging to, and shall 
be subject to all restrictions, regulations and obligations 
resting upon corporations organized or existing under 

*The name of this corporation was changed to Kansas Mutual 
Life Insurance Company in February, 1896. 



Kansas Mutual Life Association. I49 

an act passed by the Legislature of the State of Kansas, 
entitled " An act to establish an insurance department 
in the State of Kansas, and to regulate the companies 
doing business therein," which act took effect March 24, 
1871, and all acts passed or to be passed in amendment 
thereof or supplemental thereto, so far as applicable to 
the organization and nature of a mutual life insurance 
association. 

Article III. 

The place for the transaction of the business of this 
corporation and the place where shall be situated the 
general office, shall be the city of Topeka, in the county 
of Shawnee, in the State of Kansas. 

Article IV. 

The term for which this corporation is to exist is 
ninety-nine years. 

Article V. 

The corporate powers of this corporation shall be 
vested in a Board of Directors, and shall be exercised by 
them and by such officers and agents as they may ap- 
point and from time to time empower. Said Board of 
Directors shall have power to make, alter or amend such 
by-laws, rules and regulations for the transaction of bus- 
iness and for the management of the affairs of the cor- 
poration, not inconsistent with the laws of Kansas, or 
with this charter, as may be deemed by them wise and 
expedient. The said Board of Directors shall consist 
of five persons, each of whom shall be a member of this 
corporation. The names of the persons elected to serve 
as such directors for the first year, and until their suc- 
cessors are elected and qualified, are J. P. Davis, W. M. 
Wellcome, E. N. Morrill, Geo. H. Adams and Jno. E. 
Moon, all of whom reside in the city of Hiawatha, in 
the county of Brown and State of Kansas. 

Article VI. 
The directors elected at the annual election held in 



150 Kansas Mutual Life Association. 

1892 shall, immediately after their election and qualifica- 
tion, proceed to divide themselves into five classes, the 
terms of which shall expire in one, two, three, four and five 
years, respectively. The annual election of directors 
shall be held at the principal office of the corporation, or 
such other place in the city wherein the principal office 
of the corporation is located as the directors may desig- 
nate ; and all persons on whose lives a policy of insur- 
ance has been issued, and whose policy is in force for the 
full face value thereof at the date of any election, shall 
be deemed to be a member of the association in good 
standing, and entitled in the election of directors, or an}' 
other election by the membership, to one vote, which 
vote may be cast in person or by proxy ; and the author- 
ity to cast each vote shall be written or printed, or part- 
ly written and partly printed, and shall name the officer 
or member authorized to cast such vote, in conformity 
with the by-laws of the association. Any vacancy oc- 
curring in the office of director may be filled for the un- 
expired term by the Board of Directors. Notice of an 
election by the membership shall be given by, publica- 
tion in some daily newspaper having general circulation 
in the State of Kansas, insertion to be made once each 
week for four consecutive weeks just prior to such elec- 
tion. 

Article VII. 

Policies of insurance may be issued upon the non- 
participating plan or the participating or mutual plan. 
Any surplus arising from the payments made under 
either class of policies, and that derived from other 
sources, shall belong to those persons holding policies 
issued upon the participating or mutual plan ; and after 
providing for all outstanding obligations, including such 
surplus in addition to the legal reserve as shall by the 
executive officers be deemed advisable, shall within 
sixty days after the close of each fiscal year be divided 
among said members, and be disbursed as provided in 
the several policy contracts issued upon said partici- 
pating or mutual plan. 



Kansas Mutual Life Association. 151 

Article VIII. 

Civil action may be maintained by this corporation 
against any of its members for any cause relating to its 
business ; and civil actions may also be maintained 
against the corporation by members thereof for losses 
or claims covered by the policy contracts which have 
accrued on any risk, if payment is illegally withheld for 
more than two months after such losses or claims shall 
have become due. But no member of this corporation, 
except the officers and agents thereof, shall be held per- 
sonally liable for losses of or claims against the cor- 
poration ; and such officers and agents shall be severally 
liable only for losses arising by reason of their own re- 
spective neglect or misconduct. 

Article IX. 

The fiscal year of this corporation shall commence 
on the 1st day of January and shall terminate on the 
31st day of December, each year. 

W. M. Wellcome. 

Geo. H. Adams. 

J. P. Davis. 

E. N. Morrill. 

John E. Moon. 

State of Kansas, 
County of Brown, 

Be it remembered, That on this 25th day of January, 
A. D. 1892, before me, the undersigned, Clerk of the 
District Court within and for the County of Brown and 
State of Kansas, personally appeared J. P Davis, E. N. 
Morrill, W. M. Wellcome, George H. Adams and John 
E. Moon, who are each personally known to me to be 
citizens of the State of Kansas and County of Brown 
aforesaid, and who are personally known to me to be 
duly and legally elected, acting and qualified directors 
of The Kansas Mutual Life Association, and who are 
personally known by me to be the same persons who in 
my presence executed the above and foregoing instru- 



ss. 



152 Kansas Mutual Life Association. 

ment of writing and amended charter of The Kansas 
Mutual Life Association ; and said named persons, to 
wit, J. P. Davis, E. N. Morrill, W. M. Wellcome, 
George H. Adams and John E. Moon, each severally 
acknowledged the execution of said above and forego- 
ing instrument in writing to be his own voluntary act 
and deed. 

In witness whereof, I have hereunto set my hand 
and affixed my official seal, the day and year last above 
written. 

J. H. Cunningham, 
[seal.] Clerk of the District Court within 

and for Brown County, Kas. 

BY-LAWS. 
Article I. 

Section 1. The corporate powers of The Kansas 
Mutual Life Association shall be vested in a Board of 
five Directors, whose terms of office shall be in the order 
following, viz. : One-fifth of their number shall serve 
for one year, one-fifth of their number shall serve for two 
years, one fifth of their number shall serve for three 
years, one-fifth of their number shall serve for four years, 
and one-fifth of their number shall serve for five years. 
Any vacancy which may occur in said board shall be 
filled by said Board of Directors. The person so chosen 
by said board to fill such vacancy shall serve until the 
next regular annual election, and until his successor is 
elected and qualified. 

Sec. 2. A meeting shall be held annually for the 
election of directors by the members of the association, 
at its office or such other place in the city of Topeka, 
Kansas, as the directors may designate, on the second 
Tuesday of February of each year. The directors so 
elected at any such annual meeting shall constitute only 
one-fifth of the whole number of directors of said associa- 
tion, and such directors so elected at any such annual 
meeting shall be elected for the term of five years and 



Kansas Mutual Life Association. 153 

until their successors are elected and qualified. Any 
director elected to fill a vacancy in the office of the 
Board of Directors, shall be elected and serve only dur- 
ing such unexpired term and until his successor shall be 
elected and qualified. A meeting by the membership 
of said association for special purposes may be called 
by the Board of Directors at any time and for any pur- 
pose it may deem necessary. All elections shall be by 
ballot, and in such elections all ballots shall be cast 
either in person or by proxy. In all elections for direct- 
ors, and such other elections as may be called, a majority 
of all votes cast shall elect, except in such cases as are 
otherwise provided by law. Notices of annual or special 
elections, or of meetings by the membership, shall be 
given by publication in some daily newspaper having 
general circulation in the State of Kansas, insertion to 
be made once each week for four consecutive weeks just 
prior to the date of such meeting or election. No vote 
by proxy or power of attorney shall be accepted at any 
election unless the authority therefor shall have been 
filed with the Secretary of said association for at least 
ten days prior to the date of any election at which such 
vote by proxy or power of attorney shall be offered. 
The Board of Directors shall appoint three supervisors 
for each election, who shall report the result of such 
election to said Board of Directors. 

Sec. 3. The regular meeting of the Board of Direct- 
ors shall be on the second Tuesday of each month, and 
a majority of said board shall constitute a quorum for 
the transaction of business. Special meetings of the 
board may be called by the President, by service of 
notice upon the directors. 

Article II. 
Section 1. The officers of the association shall be 
elected annualh' by the Board of Directors, and shall 
consist of a President, one or rnore Vice Presidents, 
Secretary, Assistant Secretary, Actuary, Attorney and 
Medical Director ; who shall serve one year and until 



154 Kansas Mutual Life Association. 

their successors are elected and qualified. The said 
Board of Directors shall from time to time designate 
such banks as depositaries as it may deem advisable, 
with which the cash funds of the association shall be 
deposited. 

Article III. 

Section 1. The directors, at any regular meeting, 
may by resolution adopt such forms of policy contracts 
of insurance as they may deem expedient, fix amounts 
for which policies may be issued and premium rates 
thereon, and apportion said premiums among the several 
funds ; provided, that said policy contracts shall not be 
in conflict with the laws of the State of Kansas or the 
provisions of the charter and by-laws of this association. 

Sec. 2. The President shall preside at all meetings, 
shall appoint all committees not otherwise provided for, 
shall be the general business manager of the association, 
and perform such duties as usually pertain to this office. 
In his absence or disability the Vice President shall per- 
form the duties of the office. 

Sec. 3. The Secretary shall keep all records, serve 
or cause to be served all notices, personally or by mail, 
receive all moneys due the association, receipt for the 
same, and immediately place the same to the credit of 
this association with such depositary or depositaries as 
may be designated by the Board of Directors. He shall 
make such reports as may be required by law and by 
the Board of Directors, and do and perform such acts 
as pertain to his office. He shall give bond for the 
faithful performance of his duties, satisfactory to said 
Board of Directors. 

Sec. 4. The President, First Vice President and 
Secretary shall constitute an Executive or Finance Com- 
mittee. They shall appoint such medical examiners as 
they may deem necessary, make investments, audit 
death claims, fix rates of and make collections, deter- 
mine salaries and expenses, make contracts with general, 
special and local agents or others for the furtherance of 



Kansas Mutual Life Association. 155 

the business of the association ; all of which shall be 
subject to approval of the Board of Directors. They 
shall exercise a general supervision over the business of 
the association. They shall have the power at any time 
within two years from the date of the policy, upon satis- 
factory proof that it was obtained through fraud, or de- 
ception, or misrepresentation or concealment of any 
material facts whatever, which, if known, would have 
prevented the issue of the policy, to cancel said policy ; 
and further, if at any time any member of this associa- 
tion so far forgets his manhood as to habitually use in- 
toxicating liquors, opium or its compounds, to such an 
extent as to impair his or her health, or to endanger his 
or her life, said Executive Committee, upon satisfactory 
proof that such are the facts, shall have the power, and 
it is made their duty, to cancel said policy. 

Sec. 5. All moneys deposited with any bank or 
banks designated by the Board of Directors as deposit- 
aries shall be placed to the credit and held in the name 
of The Kansas Mutual Life Association, and such 
moneys shall be paid out by the bank or banks holding 
the same only upon an order signed by at least two 
members of the Executive or Finance Committee of said 
association ; and every such bank so designated as a de- 
positary shall give bond, to be approved by the Board 
of Directors, to well and truly account for all moneys 
deposited with it by said association. 

Sec. 6. The medical director, or assistant appointed 
by the President, shall pass upon all applications for 
policies of insurance, and no policy shall be issued to 
any person without the approval of the medical director 
or said assistant. 

Article IV. 

Section 1. Only white persons, between the ages 
of fifteen and sixty years, not employed in any hazard- 
ous occupation, who shall pass the required medical ex- 
amination, approved by the medical director or his as- 
sistant, and two members of the Executive Committee, 



156 Kansas Mutual Life Association. 

may become members of this association, subject to all 
the requirements for membership set forth in these by- 
laws, and in the application for and policy of insurance. 
Sec. 2. Every application for membership shall 
form a part of the policy contract of insurance, and shall 
be written, or printed, or partly written and partly 
printed, and shall be and constitute a warranty as to all 
matters stated therein, including answers made to ques- 
tions asked by the medical examiner, and, if it is found 
that the party shall have misrepresented or concealed 
any material fact regarding his health or family history, 
such act shall make null and void the policy, unless the 
policy shall have been in force two full years. 

Article V. 

Section 1. In case any member shall permit his 
policy contract to lapse by reason of nonpaj'ment of 
premium when due, such policy contract shall be for- 
feited. Any such member whose policy contract shall 
have become so forfeited may have the same reinstated, 
at the discretion of the Executive Committee, by furnish- 
ing written or printed proof of good health, and by pay- 
ing to the association an amount to be fixed b}' said 
Executive Committee ; and such proof of good health 
shall be a warranty of the truth of the statements therein 
contained, and shall become a part of the reinstated pol- 
icy contract, as well as of the original application of such 
member. 

Sec 2. Agents shall not be permitted to contract any 
debts or make any contracts unless authorized by the 
President or Secretary in writing, or waive any require- 
ments for the association ; and any agent who shall 
make any false representations in order to secure busi- 
ness shall immediately be discharged from employment 
by the Executive Committee. 

Sec. 3. Any member may, by assignment or bequest, 
change the beneficiary under his or her policy, with the 
consent of said beneficiary ; provided, that in the case of 
any change of beneficiary by assignment, the beneficiary 



Kansas Mutual Life Association. 157 

under such change shall have an insurable interest in 
the life of said member; and, provided further, that in 
the case of such change where a creditor is the beneficiary 
under such assignment, then such a ssignment shall oper- 
ate only to the extent of the insurable interest of such 
creditor in the life of such member. 

Sec. 4. Upon the death of a member in good stand- 
ing in this association, notice thereof shall be forthwith 
given to the President or Secretary, in writing. There 
shall be furnished by the association suitable blanks for 
proofs of death, which shall be in form adopted by the 
Executive Committee ; and all proofs of death shall be 
furnished by the claimant or legal representative of the 
deceased member, and must be entirely satisfactory to 
the said Executive Committee before payment shall be 
made. 

Sec. 5. In case any suit or action upon a policy 
shall be brought against the association after the expir- 
ation of one year next after the death of the insured, the 
lapse of time shall be taken and deemed conclusive evi- 
dence against the validity of the claim thereby so at- 
tempted to be enforced, any statute of limitations to the 
contrary notwithstanding. And no suit or action shall 
be maintained, and no recovery shall be had against this 
association unless the same shall be brought before the 
expiration of one year from the date of the death of the 
member. 

Sec. 6. The surplus in the expense fund; after pro- 
viding for all liabilities and contingent expenses inci- 
dent to the carrying on of the business of the associa- 
tion, shall, at the discretion of the Board of Directors, 
be placed to the credit of the mortuary, or death fund 
of the association, and become part thereof. 

Sec. 7. The Auditing Committee, consisting of three 
members of the association, to be chosen by the Board 
of Directors, at the end of each year or oftener, if 
thought advisable by said board, shall examine and audit 
all accounts of receipts and disbursements, and report 
in writing. 



158 Kansas Mutual Life Association, 

Sec. 8. The reserve and surplus funds belonging to 
the association may, at the discretion and by direction 
and unanimous consent of the Executive or Finance 
Committee, be invested, by purchase or loan or other- 
wise, in bonds or notes and mortgages on unincumbered 
real estate, worth at least double the amounts loaned 
thereon, or in stocks or bonds of the United States, or 
of the State of Kansas, or any other State, and in such 
other securities as are provided by law. Or, by direc- 
tion and unanimous consent of the full Board of Directors 
of the said association, so much of said funds as may be 
necessary may be used for the purchase of real estate, 
as follows, to wit : 

1st. Such as shall be requisite for its convenient ac- 
commodation in the transaction of its business ; or, 

2. Such as shall have been mortgaged to it in good 
faith, by the way of security for loans previously con- 
tracted, or for money due; or, 

3. Such as shall have been conveyed to it in satis- 
faction of debts previously contracted in its legitimate 
business, or for money due; or 

4. Such as shall have been purchased at sales upon 
judgments, decrees or mortgages obtained or made for 
such debts. 

And it shall not be lawful for this association to pur- 
chase, hold or convey real estate in any other case or for 
any other purpose; and all such real estate as may be 
acquired, as aforesaid, and which shall not be necessary 
for the accommodation of this association in the transac- 
tion of its business, shall be sold and disposed of within 
five years after this association shall have acquired title 
thereto, unless the association shall procure a certificate 
from the superintendent of insurance that the interests 
of the association will suffer materially by a forced sale 
thereof, in which event the sale may be postponed for 
such period as the said superintendent shall direct in 
said certificate. 

Sec. 9. It shall be the duty of the Finance Commit- 
tee to make deposit of such securities belonging to the 



Kansas Mutual Life Association. 159 

association with the State Treasurer of the State of 
Kansas as may from time to time be required by the laws 
of said State governing life insurance corporations. 

Sec. 10. After providing for all outstanding obliga- 
tions, including such surplus in addition to the legal re- 
serve required by law as shall by the Board of Directors 
be deemed advisable, the remainder of the surplus aris- 
ing from all sources shall, within sixty days after the 
close of the fiscal year, be divided among those policy 
holders holding policies issued upon the participating or 
mutual plan, and be disbursed according to the several 
policy contracts. Any such distribution of said surplus 
so made by said Board of Directors shall be taken and 
accepted by all members of the association as final. 

Sec. 11. These by-laws may be amended, changed or 
annulled by the directors, at any regular meeting of said 
board; provided, that notice of such proposed amend- 
ment, change, or of the annulling of any portion of these 
by-laws, shall be submitted at the regular meeting next 
preceding that on which final action is proposed to be 
taken; and provided further, that if any member of said 
board be absent from said first meeting, notice of such 
proposed amendment, change or annulling of any portion 
of these by-laws shall be served upon such member by 
mail. 



160 Manhattan Life Insurance Company. 



CHARTER AND BY-LAWS OF THE MANHATTAN 
LIFE INSURANCE COMPANY OF NEW YORK. 



DECLARATION. 

We, the subscribers, have, under and in pursuance of 
the act of the legislature of the State of New York, en- 
titled "An act to provide for the incorporation of insurance 
companies," passed April lo, 1849, associated and formed 
an incorporated company to make insurance on the lives 
of individuals and against accidents by travel and every 
insurance appertaining thereto or connected with such 
risks, and to grant, purchase, or dispose of annuities; 
and we do hereby declare that the following is a copy of 
the charter proposed to be adopted by us, viz.: 

CHARTER. 

Section i. The name of the company shall be "The 
Mannhattan Life Insurance Company, ' ' and the place of 
business shall be in the city of New York. 

Sec. 2. The business of the company shall be to make 
insurance on the lives of individuals, and against acci- 
dents by travel, and every insurance appertaining thereto, 
or connected with such risks, and to grant, purchase, or 
dispose of annuities. 

Sec. 3. There shall be a guarantee capital of at least 
one hundred thousand dollars, to be divided into shares 
of fifty dollars each, which shall be personal property, 
transferable on the books of the company, in conformitj- 
with its by-laws. 

Sec. 4. The corporate powers of the company shall 
be vested in and exercised by a board of directors, and 
such officers and agents as they may appoint. 

Sec 5. The board of directors shall consist of thirty- 
six persons, a majorty of whom shall be citizens of the 



Manhattan Life Insurance Company. 161 

State of New York, and at least one-half of whom shall 
be proprietors of at least ten shares each of the guarantee 
capital, and the remaining one-half may be either insurers 
of life policies paying a premium to the company of at 
least one hundred dollars per annum, or persons entitled 
to annuities of not less than one hundred dollars per 
annum. 

Sec 6. The following persons shall be the first direc- 
tors, to wit: E. D. Morgan, David Austin, Caleb S. 
Woodhull, A. A. Alvord, Bleazor Parmly, D. H. Haight, 
David S. Mills, jr., Denton Pearsall, John P. Ware, L. 
C. Carter, J. B. Herrick, Jas. Van Norden, James C 
Baldwin, D. Burtnett, George Webb, William J. Valen- 
tine, J. F. Conklin, Charles A. Mead, Mindert Van 
Schaick, Ambrose C. Kingsland, K. J. Brown, Silas C. 
Herring, Enoch Dean, Nathaniel G. Bradford, John S- 
Harris, George Hastings, Edward Haight, E. J. Ander- 
son, Humphrey Phelps, William K. Strong, J. S. 
Williams, H. Stokes, William Burger, E. K. Bussing, 
James McLean, Thomas Greenleaf, and shall hold their 
oflSces until their successors shall be appointed. 

Sec. 7. The board of directors shall divide itself by 
lot into three classes of twelve each. The term of oiSce 
of the first class shall expire at the end of two years, from 
the second Tuesday in May, 1850; that of the second class 
at the end of three years, and that of the third class at 
the end of four j^ears. And on and after the first Tuesday 
of May, 1852, twelve directors shall be annually chosen, 
who shall hold office for three years or until their succes- 
sors are elected. Directors shall be re-eligible, and 
vacancies ocurring in the intervals of election may be 
filled by the board. Every election for directors shall be 
by ballot, and a plurality of votes shall elect. Three 
inspectors, to preside at the next election, shall be elected 
at the same time and in the same manner. 

Sec 8. Elections for directors shall be held annually, 
on the second Tuesday in May, at the office of the com- 
pany; and the board shall give at least ten days' notice 
thereof, in two daily newspapers published in said city. 



162 Manhattan Life Insurance Company. 

Sec. 9. Every shareholder shall be entitled to one 
vote for directors for each and every share of the guaran- 
teed capital standing in his name on the books of the 
company; and any person insured for life, paying a 
premium of at least seventy-five dollars per annum, or 
entitled to an annuity of not less than seventy-five dollars 
per annum, shall be in like manner entitled to one vote; 
and it shall be lawful for any member of the company 
possessing the right to vote, to do so by proxy, duly 
authorized in writing. 

Sbc. 10. Seven directors shall constitute a quorum 
for the transaction of business; but a less number may 
meet and adjourn, from time to time, until a quorum is 
present. 

Sec. II. The board of directors shall, immediately 
on the organization of the company, and annually there- 
after, elect one of their own number, being a citizen of 
this State, president of the company. 

Sec. 12. The board shall have power to enact by-laws, 
rules and regulations for the government of the officers 
and agents of the company, and the conduct of its affairs, 
not inconsistent with the constitution and laws of this 
State. No alteration or amendment of the original by- 
laws, nor any addition thereto, shall be made, except by 
a vote of the majority of the board of directors. The 
board shall be convened for such purpose by a notice to 
each director, expressing the alteration, amendment, or 
addition proposed to be made, and the ayes and nays 
shall be taken and recorded in the book of minutes on 
each question. 

Sec. 13. The board may regulate the amount of 
premium and the mode and manner of the payment of 
the same. 

Sec. 14. The board shall possess all the powers 
usuallj' vested in boards of directors, and not inconsistent 
with this charter, or the constitution and laws of this 
State. 

Sec. 15. The capital of the company may be increased 
indefinitely by the accumulation of profits, except as 



Manhattan Life Insurance Company. 163 

hereinafter provided. The accumulated capital shall be 
represented by scrip, which shall be issued from time to 
time to the policyholders. 

Sec. 1 6. The holders of the guarantee capital shall 
be entitled to an annual interest not exceeding seven per 
cent thereon; the first payment of such interest to be 
made at the expiration of one year from the date of the 
issue of the first policy by the company. The holders of 
scrip shall be entitled to an annual interest, not exceeding 
six per cent thereon, provided there shall remain of the 
receipts of the company sufficient for that purpose, after 
payment of the current expenses and losses of the com- 
pany and an adequate provision for outstanding policies. 
In case there shall not remain of the receipts of the com- 
pany, for any year, after paying the losses and expenses 
of that year, and providing for outstanding policies, 
sufficient to pay the interests provided for in this section, 
the interest on the guaranteed capital shall be paid first, 
and the balance, if any there be, be divided pro rata among 
the holders of the scrip. 

Sec. 17. After the current expenses, losses and inter- 
ests provided for the preceding section, are ascertained 
for each year, and paid, and an adequate provision for 
outstanding policies made, one-eighth of the profits shall 
be paid to the holders of the guarantee capital; the 
remaining seven-eighths shall be issued in scrip once 
every three years to the holders of a policy which shall 
have been in existence for one year previous to such 
issue, and which policy shall be unexpired. In case of 
the death of an insured party, scrip for his proportion of 
the profits of said company, which may have accrued 
previous to his decease and since the last issue of scrip, 
shall, at the next succeeding time of issuing scrip, be 
issued to his legal representatives or assigns. The first 
issue of scrip may be made on the first day of January, 
1854, or within thirty days thereafter, and the second 
and all subsequent issues of scrip shall be made in three 
years from the first day of January, in the last preceding 
year in which scrip was or would have been issued, if the 



164 Manhattan Life Insurance Company. 

profits of the company had allowed such issue, or within 
thirty days thereafter; but in making such issue of scrip 
no fractions of a year shall be allowed. After such 
profits shall amount to five hundred thousand dollars, the 
directors may, in their discretion, apply the further profits 
to the payment of the scrip issued for profits, and new 
scrip shall be issued for the profits of each year. 

Sec. 1 8. The scrip shall be exhausted in the payment 
of the liabilities of the company before the guarantee 
capital shall be impaired; and all scrip for profits shall 
contain a provision to this effect: In case the losses of 
any one year shall exceed the profits of that year, the 
excess shall be assessed on all outstanding scrip, and 
shall be charged to the holders thereof respectively. 
Interest thereafter shall be payable at a rate not exceed- 
ing six per cent per annum upon the amount of scrip as 
reduced by such assessment (except as herein otherwise 
provided), until such amount shall be further reduced 
by losses, or until such scrip shall be redeemed by profits. 

Sec. 19. Any person insuring in the company, who 
shall omit to pay any premium, or any periodical pay- 
ment, due from him to the company, shall thereby 
forfeit to the company all claims under his policy, and all 
previous payments made by him, except that in case any 
scrip shall have been issued, the right thereto shall not 
be affected by such default. 

Sec. 20. The board of directors may, for the benefit 
of the company, purchase all policies of insurance and 
other obligations issued by the company; and may also 
extinguish, by purchase, all claims and demands of 
policyholders, for profits declared or accumulating. 

Sec. 21. The company's fiscal year shall commence 
on the first day of January and terminate on the thirty- 
first day of December, in each year. 

E. J- Brown, Enoch Dean, George Hastings. N. G. 
Bradford, J. B. Herrick, D. Pearsall, A. A. Alford, James 
Harper, M. Van Schaick, William J. Valentine, Lewis 
B. Loder, Edmund K. Bussing, Henry Stokes, E. D. 
Morgan, L,. C. Carter, J. Van Norden, A. C. Kingsland, 



Manhattan Life Insurance Company. 165 

J. C. Baldwin, Daniel Kingsland, T. W. Dick, John P. 
Ware, Jacob Miller, G. Cleland, John S- Williams, Jonas 
F. Conklin, D. Austin Muir, Lewis Beach, J. S. Harris, 
Silas C. Herring, C. S. Woodhull, William A. Mead, E. 
Parmly. 

BY-LAWS. 

Section i. The officers of the company shall be a 
president, a vice-president, a secretar}^, an assistant sec- 
retary, an actuary, or both, and one or more physicians, 
together with such law officers, clerks and agents as the 
interests of the company may require. 

Sec 2. The president, or in his absence, the vice- 
president, or in the absence of both, a director elected by 
a majority of a quorum present, shall preside at every 
meeting of the board of directors. 

Sec. 3. The president, vice-president, secretary, 
assistant secretary, actuary and other ofi&cers, shall hold 
their respective ofiices during the pleasure of the board, 
and until the appointment of a successor, either permanent 
or pro tem. 

Sec. 4. The directors shall hold a stated meeting at 
the office of the company on the second Tuesday of every 
month. Special meetings may be called by the president, 
or upon application of either of the standing committees, 
or of any three directors, by the secretary; such call shall 
indicate the business to be transacted. 

Sec. 5. On the first Wednesday after each annual 
election, a meeting of the board shall be held at the 
office of the company, at which time a president, vice- 
president, and four standing committees, of four directors 
each, shall be elected by ballot, of each of which com- 
mittees the president shall be ex-officio a member; said 
committees shall be: ist, a finance committee; 2d, a 
committee on claims; 3d, a committee on applications for 
insurance and agencies; 4th, an auditing committee. 
Each of said committees shall, in a book to be provided 
for the purpose, keep a true record of their proceedings, 



166 Manhattan Life Insurance Company. 

which records shall be read at each monthly meeting of 
the board. 

All other committees, except the dividend committee, 
shall be appointed by the president, unless otherwise 
ordered by the board. 

If any members of either of said committees shall fail 
to attend three consecutive meetings of his committee, 
and no satisfactory excuse shall be given to the board 
for such absence, at its next meeting thereafter, the place 
of such member on the committee shall be deemed vacant, 
and the board shall proceed forthwith to fill the vacancy 
by ballot. 

DUTIES OF THE COMMITTEES. 

Sec. 6. It shall be the duty of the finance committee 
at their first meeting after election to organize by the 
appointment of one of their number chairman, who, in 
the absence of the president from sickness or other cause, 
shall perform the duty of the president in the control, 
custody and management of the finances of the company. 
The committee shall exercise a general supervision over 
the funds and property of the company, examine the 
accounts, funds, securities, property and cash on hand 
semi-annually, or oftener, at their discretion, and report 
at the next stated meeting of the board, and direct the 
making and calling-in of all investments and loans. One 
of these reports shall be an annual report, to be made at 
the stated meeting in July, and the other at the stated 
meeting in January. On loans upon real estate, upon 
which buildings are erected, policies of fire insurance, 
satisfactory to the president, shall be required, made pay- 
able or assigned to the company. 

Sec. 7. The committee on claims shall examine all 
the proofs and papers relating to claims by death, and 
report at each stated meeting of the board the amount of 
claims pending or established, if any, with such facts as 
they may deem proper. 

Sec. 8. The committee on applications for insurance 
and agencies shall, with the ofiicers of the company, 
agree as to the form of the policies and annuity bonds to 



Manhattan Life Insurance Company. 167 

be issued, and the kind of risks to be taken, and shall 
have the power to establish agencies, appoint, remove and 
control the agents of the company, and determine the 
character and amount of their compensation. 

Sec. 9. It shall be the duty of the auditing committee 
to audit all accounts and bills, and the current expenses 
of the company, at least twice in every year. 

Sec. ig- All the standing committees shall report the 
exact condition of their department to the board at the 
stated meetings in January and July, and as often as they 
may deem proper, and make any suggestions which they 
may deem suitable for the improvement of the affairs of the 
company. Their reports shall be in writing and signed 
by such members as concur therein. 

Sec. 1 1 . The standing committee shall be subject to 
the call of the president, or, in case he is absent, to that 
of the secretary, at the request of three members of the 
board. 

DUTIES OE Tsn PRESIDENT. 

Sec. 12. It shall be the duty of the president to exer- 
cise a general supervision and direction over all the 
affairs and business of the company; to make a statement 
and report of the affairs of the company, at each stated 
meeting of the board, in a book provided for that purpose, 
and which shall at all times;' be open for the inspection of 
of the directors, and laid upon their table at every meet- 
ing of the board. He shall, with the assent of the finance 
committee, have the safe keeping of all certificates of 
stock, bonds, mortgages, cash, checks and other valu- 
able papers, the corporate seal of the company, and the 
attested copy of its charter; and may transfer stocks held 
as investments or as securities, acknowledge satisfaction 
of mortgages, in case of payment, make and call in invest- 
ments, and execute all deeds and papers requiring the 
seal of the company. 

Sec. 13. The president and secretary shall have the 
power to effect insurance on the reports of resident phy- 
sician, or, in their judgment, on applications from any 
agency, on the report of a physician appointed by the 



168 Manhattan Life Insurance Company. 

company. They may pay or compromise any claim occa- 
sioned by the death of the insured, with the assent in 
writing of the committee on claims. Annuities may be 
granted by the president, with the concurrence of the 
secretary (or actuary). 

DUTIES OF THE VICE-PRESIDENT. 

Sec. 14. It shall be the duty of the vice-president, in 
the absence of the president, to discharge all the duties of 
the president, except such as are herein otherwise provided 
for. He shall exercise a general supervision over the 
agencies, and for that purpose shall, from time to time, 
visit them, and travel for the purpose of improving their 
condition and the establishing of new agencies, and to 
attend to such other duties as the board may direct. 
DUTIES OF THE SECRETARY. 

Sec. 15. It shall be duty of the secretary to provide 
all necessary and proper books of account; to have the 
supervision of the same, see that just, true and correct 
cash, check, bank and other suitable books are kept, par- 
ticularly of all moneys received, deposited, drawn and 
disbursed; for what and of whom received; for what 
and to whom paid, and of the registering and can- 
celling of policies, and of all investments, securities, 
assets and accounts necessary to a clear and distinct 
exhibition of the affairs and business of the company 
which shall at all times during business hours, be open to 
the examination of the board, or of any director; to be 
present at all meetings of the board of directors (unless 
otherwise directed by the board), and to keep full minutes 
of the proceedings, and to engross the same in a book 
kept for that purpose; to give notice of all meetings of 
the board of directors, and of the various standing and 
special committees, required by the by-laws or otherwise; 
to furnish the chairman of the appropriate committee with 
a copy of any resolution requiring action, with the names 
of the committee, on the day on which such resolution 
shall have been passed; and to perform such other duties 
as may be required by the board of directors, or the 
president. 



Manhattan Life Insurance Company. 169 

DUTIES OP THE ASSISTANT SECRETARY. 

Sec. 1 6. All the duties prescribed for the secretary 
shall, during his absence or inability, be performed by 
the assistant secretary, and such other duties as may be 
required by the board of directors or the president. 

DUTIES OP THE ACTUARY. 

Sec. 17. It shall be the duty of the actuary to fur- 
nish the board, at the stated meeting in February in each 
year, with a statement of the condition of the affairs of 
the company, made up to the first day of January next 
preceding, which statement shall be based upon an actu- 
arial valuation of all the outstanding obligations of the 
company, by its policies of insurance, annuity bonds, 
endowments or otherwise, and upon its assets, contingent 
and in the possession of the company; prepare all tables of 
rates required for the use of the company in the transac- 
tion of its business (assist all committees in their labors 
if requested), and perform all other duties in the daily 
routine of business usually required of an actuary, and 
such other duties as are prescribed in the by-laws or by the 
board. 

DUTIES OF THE RESIDENT PHYSICIAN. 

Sec. 18. It shall be the duty of the resident physi- 
cians, or one of them, to attend daily, at stated hours, at 
the office of the company, to make personal examinations 
of persons offering themselves for insurance, either at the 
office of the company or the residences of the applicants, 
and to make a report of each case to the officers in writ- 
ing, and give advice and counsel on all applications for 
insurance from abroad, and on all proofs and papers pre- 
sented to support claims occasioned by the death of 
insured. 

Sec. 19. All moneys received by the company shall 
be deposited in a bank or banks to be designated by the 
finance committee. Deposits shall be made daily, to the 
credit of the corporation, whenever the sum on hand ex- 
ceeds two hundred dollars. 

Sbc. 20. All checks or drafts on the banks in which 
deposits may be made shall be signed by the president 



170 Manhattan Life Insurance Company. 

and secretLvry, and countersigned by the actuary, and be 
drawn payable to the order of the person entitled to 
receive the money. 

Sec. 21. The president and secretary shall make all 
statements of the aflfairs of the company required by law, 
which shall be subject to the examination of any member 
of the company, during the usual hour of business, for 
the term of thirty days after the statement is made. 

Sec. 22. All policies and annuity bonds shall be 
signed by the president and attested by the secretary. 

Sec. 23. No officer or clerk of the company shall, 
directly or indirectly, borrow the funds of the company, 
or in any manner use the same for his private purposes. 

No officer, clerk or employee of this company shall 
receive any emolument in the shape of fees or commissions, 
either directly or indirectly,, for any business connected 
with the company, otherwise than as provided by the 
board. 

The officers and such other persons as may be required 
to transact the business of the office, shall receive such 
compensation as the board of directors may determine. 

Sec. 24. There shall be appointed by ballot, one 
month before the meeting at which the annual dividend 
is usually' declared, a dividend committee, consisting of 
four directors, none of whom shall at the time be members 
of any standing committee, whose duty it shall be to 
examine the accounts, funds, securities and property of 
the company and report thereon prior to the declaration 
of the annual dividend. 

Sec. 25. At the regular monthly meeting in the month 
of April, a committee of five shall be nominated by the 
board of directors, and elected by ballot, whose duty it 
shall be to nominate and prepare a ballot for directors, 
which may be voted for at the annual election the suc- 
ceeding month. Such nominations shall be posted in the 
oiiice of the company at least five days before the election. 

Sec. 26. At the first meeting of the board of directors 
in the month of Maj', a committee of five shall be elected 
by the board of directors by ballot, whose duty it shall be 



Manhattan Life Insurance Company. 171 

to nominate the several standing committees for the 
year, who may be elected at the same meeting. 

Sec 27. At least one-third of the members of the 
board of directors shall be holders of policies or annuitants 
in the company, as provided in Section 5 of the charter. 
OKDER OF BUSINESS. 

Sec. 28. The following shall be the order of business, 
viz. : ist. Calling the roll of members; 2d. Reading of 
the minutes of the last meeting; 3d. Reading of the min- 
utes of the several standing committees; 4th. President's 
report; 5th. Reportof the finance committee; 6th. Report 
of the committee on claims; 7th. Report of the committee 
on applications for insurance and agencies; 8th. Report 
of the auditing committee ; 9th. Report of special com- 
mittees; loth. Communications, resolutions, notices, etc. ; 
nth. Unfinished business. 

[Note. — We are reliably informed that no changes 
have been made in either the charter or by-laws of this 
company since April, 1868. — Ed.] 



172 Massachusetts Mutual Life Insurance Company. 



CHARTER AND BY-LAWS OF THE MASSA- 
CHUSETTS MUTUAL LIFE INSURANCE 
COMPANY. 

AN ACT TO INCORPORATE THE MASSACHUSETTS MUTUAL 
LIFE INSURANCE COMPANY. 

Be it enacted by the senate and house of representa- 
tives in general court assembled, and by the authority of 
the same as follows: 

Section i. Alexander H. Avery, James M. Thomp- 
son, William Rice, their associates and successors, are 
hereby made a corporation, by the name of the Massa- 
chusetts Mutual Life Insurance Company, in the town 
of Springfield, for the purpose of making insurance on 
liv^es, with all the powers and privileges and subject to 
all the duties, liabilities and restrictions set forth in the 
forty-fourth chapter of the revised statutes. 

Sec. 2. There shall be an original guarantee capital 
stock subscribed to the said corporation, which shall be 
one hundred thousand dollars, to be divided into shares 
by the corporation, half Of which shall be paid in, in 
money, before the said corporation shall go into opera- 
tion for the purpose of making insurance; the other half 
of the said stock may be called for by the directors, from 
time to time, when they deem it necessary or expedient, 
and shall be paid in by the holders of the stock which 
shall always stand pledged to the corporation, for all 
such assessments so called for. 

Sec. 3. At the first meeting of the corporation, a 
number of directors, not less than eight, shall be chosen 
by the subscribers to the guarantee stock, who shall hold 
their ofl&ces for one year, and until others shall be chosen 
in their stead; at all subsequent elections of directors, 
the number shall be such as may be provided for by a 
previous vote of the directors, not less than seven, or by 
law of the corporation; and in case of no provision on this 



Massachusetts Mutual Life Insurance Company. ]73 

subject, the number shall be the same as at the first elec- 
tion, one-half of whom shall be elected by the stock- 
holders, and the other half by the assured members who 
are not holders of guarantee stock, voting in separate 
bodies; the directors shall all be either stockholders or 
assured, and on ceasing to be such shall cease to hold the 
said office. 

Sec. 4. Whenever the net surplus receipts of the cor- 
poration, over the losses and expenses, and after provid- 
ing for risks, shall be sufficient for the purpose, the stock- 
holders shall be entitled to an annual dividend of seven 
per cent, or to such less dividend as may be agreed upon 
at the time of subscribing for the stock; and in case such 
dividends shall not be made in any one year, it shall be 
made good at a subsequent period, when the net resources of 
the company shall be sufficient for paying the same. 

Sec. 5. The funds of the said corporation shall be in- 
vested in such purchases and loans as are permitted to 
savings banks, in the seventy-eight and seventy-ninth 
sections of the thirty-sixth chapter of the revised statutes 
and in the forty-fourth chapter of the acts of the year one 
thousand eight hundred and forty-one. The said com- 
pany may hold real estate to an amount not exceeding 
ten thousand dollars, for the purpose of securing suitable 
offices for the institution. 

Sec. 6. After providing for risks, losses, incidental 
expenses and dividends, as aforesaid, the directors shall 
set apart one quarter of the estimated surplus funds and 
receipts as a reserved fund, to be applied to the redemp- 
tion of the guarantee stock, and whenever, after the ex- 
piration of ten years from the time of organizing the com- 
pany the amount of such reserve fund shall be sufficient 
for the purpose, and the assured shall vote to redeem the 
said guarantee stock, the same shall be redeemed. 

Sec. 7. Upon the redemption and extinguishment of 
the guarantee stock, under the provisions of the sixth 
section, the directors shall be chosen by the assured. 

Sec. 8. At the expiration of every period of five years 
from the time of the organization of the company, the 



174 Massachusetts Mutual Life Insurance Company. 

remaining three quarters of the estimated surplus funds 
and receipts shall be reimbursed to and among the as- 
sured in proportion to the whole amount of premiums 
paid during the preceeding five years. 

Sec. 9. The said corporation shall, on the third Mon- 
day of January, in every year, pay over to the trustees of 
the Massachusetts General Hospital, one-third of the net 
profits, if any, which shall have arisen from insurance on 
lives, made during the preceding year. 

House of Representatives, May 10, 1851. 
Passed to be enacted. N. P. Banks, Jr., Speaker. 

In Senate, May 14, 1851. 
Passed to be enacted. Henry Wilson, President. 
May 15, 1851. 

Approved. George S. Bout'vell. 

AN ACT TO AUTHORIZE THE MASSACHUSETTS MUTUAL 

LIFE INSURANCE COMPANY TO INCREASE ITS 

INVESTMENT IN REAL ESTATE. 

Be it enacted by the senate and house of representa- 
tives in general court assembled, and by the authority of 
the same as follows: 

Section i. The Massachusetts Mutual Life Insur- 
ance Company is hereby authorized to hold real estate 
in the city of Springfield, to an amount not exceeding in 
cost forty thousand dollars, in addition to the amount of 
ten thousand dollars now authorized to be held by them. 
Sec. 2. This act shall take effect upon its passage. 
House of Representatives, February 29, 1864. 
Passed to be enacted. Alex. H. Bullock, Speaker. 

In senate, March 2, 1864. 
Passed to be enacted. J. E. Field, President. 
March 3, 1864. 

Approved. John A. Andrew. 

AN ACT to authorize THE MASSACHUSETTS MUTUAL 

LIFE INSURANCE COMPANY TO INCREASE ITS 

INVESTMENTS IN REAL ESTATE. 

Be it enacted by the senate and house of representa- 
tives in general court assembled, and by the authority ot 
the same as follows: 



Massachusetts Mutual Life Insurance Company. 175 

Section i. The Massachusetts Mutual Life Insur- 
ance Company is hereby authorized to invest an amount 
not exceeding fifty thousand dollars in the purchase of 
real estate in the city of Springfield, for the site of a 
building, to be used wholly or in part, for the purpose of 
said corporation, and for the erection and preparation ot 
said building, said amount to be in addition to fifty thou- 
sand dollars now authorized to be held by said company 
in real estate; and all income, if any, arising from such 
real estate shall be devoted exclusively to the interests of 
said corporation. 

Sec. 2. Said company is hereby authorized to redeem 
at par, and extinguish, all or any part of its original 
guarantee capital stock, whenever so directed by a vote 
of the assured, and to appropriate for this purpose so 
much of its funds as may be necessary. 

House of Representatives, February 17, 1866. 

Passed to be enacted. James M. Stone, Speaker. 
In senate, February 19, 1866. 

Passed to be enacted. Joseph A. Pond, President. 
February 20, 1866. 

Approved. Alex. H. Bullock. 



BY-LAWS. 

ANNUAL MEETING. 

Section i. The annual meeting of the company shall 
be held on the third Wednesday of January in each year, 
at two o'clock in the afternoon, at itsofiice in Springfield, 
Massachusetts, for the election of directors, and the trans- 
action of such other business as may properly come be- 
fore it. 

special meetings. 

Sec. 2. Special meetings of the company shall be 
called by the directors at any time upon the written ap- 
plication of ten policyholders. 

MEETINGS called. 

Sec. 3 All meetings shall be called by the secretary 
in accordance with these by-laws or in pursuance of a 
vote of the directors; such notice to be given by publica- 



176 Massachusetts Mutual Life Insurance Company. 

tion in one or more newspapers published in Springfield, 
the last publication to be at least ten days before the day 
of said meeting. 

VOTING. 
Sec. 4. Each policyholder shall be entitled to one 
vote, and one vote for every five thousand dollars insur- 
ance additional to five thousand dollars, and absent policy- 
holders may vote by proxy, authorized by writing; but 
no one person shall be allowed, by proxy or otherwise, to 
cast more than twenty votes. Twelve policyholders shall 
constitute a quorum for business. 

BOARD OF DIRECTORS. 

Sec. 5. There shall be a board of directors, all mem- 
bers of the company, to be chosen by ballot. Five shall 
constitute a quorum for the transaction of business. 

The directors heretofore elected shall hold office for the 
terms for which they were severally elected. At each 
annual meeting hereafter there shall be four directors 
chosen to hold office for the term of four years and until 
others shall be chosen in their places. Any vacancies in 
the board, occasioned by death, resignation, or otherwise, 
may be filled by the board, the person so appointed to 
hold office until the next annual meeting, when a director 
to fill the remainder of the unexpired term may be chosen 
by the company. 

MEETINGS OE DIRECTORS. 

Sec. 6. There shall be a meeting of the directors on 
the 4th Wednesday of January, April, July, and October, 
in each year, at 3 o'clock p. M., or at such other hour as 
may be fixed by the board. 

Special meetings of the board may be called by direc- 
tion of the president, or upon the request of not less than 
four directors. 

election of officers. 

Sec. 7. At the next regular meeting of the directors, 
after the annual meeting, they shall elect from their own 
number a president and vice-president, They shall also 
elect a secretary, actuary, and one or more medical ex- 
aminers. 



Massachusetts Mutual Life Insurance Company. 177 

The directors may, at any meeting, elect such other 
officers as may be deemed necessary, and define their re- 
spective duties, and also fill, for the unexpired term, 
vacancies which may occur in any of the above-named 
offices. 

They may also elect an assistant secretary, who in the 
absence or inability of the secretary shall perform the 
duties of the secretary. 

DUTIES OF PRESIDENT. 

Sec 8. The president (and in his absence the vice- 
president) shall preside at all meetings of the company 
and of the directors, and in case of their absence the 
meeting shall designate a temporary presiding officer. 
The president shall have the general direction and super- 
vision of the business and of the affairs of the company, 
and in all cases when the duties of the subordinate 
officers and agent of the company are not especially pre- 
scribed by its by-laws or by vote of the directors, they 
shall be subject to the direction of the president. 

The president shall discharge or assign mortgages on 
real estate held by the company, when the amount due 
thereon shall have been paid. 

The seal of the corporation shall be under the charge 
of the president, and he shall cause the same to be 
affixed to all instruments executed by the company re- 
quiring its seal. 

DUTIES OF VICE-PRESIDENT. 

Sec. 9. The vice-president shall, in the absence or 
inability of the president, perform all the duties of the 
president. He shall also perform such other duties as 
may from time to time be prescribed by the directors. 

DUTIES OF SECRETARY. 
Sec 10. The secretary shall have power, with the 
president, to make contracts for insurance on life. He 
shall have the general oversight of the office business in 
the insurance department, and of the general correspon- 
dence relating thereto. He shall provide all books neces- 
sary to a proper keeping of the records and accounts of 
the home office, and supervise the same. He shall see 



178 Massachusetts Mutual Life Insurance Company. 

that just, true, and correct bank, check, cash and other 
suitable books are kept, and that such books are so 
kept as to show at all times a clear and distinct exhibit 
of the investments, securities and assets, and of the in- 
come, disbursements and general business of the com- 
pany, which shall be open at all times during business 
hours to the inspection of the board or of any director. 
He shall be present at all meeting of the directors and 
keep full minutes of the proceedings, and shall engross 
the same in a book kept for that purpose. He shall 
notify each director of his election, and of the time of 
holding the regular meetings of the board; he shall also 
notify each director of the time for holding any special 
meeting. 

DUTIES OF ACTUARY. 

Sec. II. It shall be the duty of the actuary to make 
calculations and tables for the present and future use of 
the company, on such principles as may be adopted by 
the board, to prepare or cause to be prepared the periodi- 
cal statements required by our own and other states; 
collect and arrange useful data, books, documents, tables 
and official statements upon the business of life insurance 
for the use of the company, to make reports and com- 
munications and to perform such other appropriate acts 
as may be required by the board, its committees, the 
president, or secretary. 

DUTIES OF MEDICAL EXAMINER. 
Sec. 12. A medical examiner of the company shall 
examine and pass upon all applications for insurance 
received by the company, and no policy of insurance 
shall be issued without his approval. He shall also 
examine applicants for insurance for the home office. 

STANDING COMMITTEES. 

Sec 13. There shall be the following standing com- 
mittees of the board, to be chosen at the next regular 
meeting after the annual meeting: First, finance com- 
mittee; second, agency committee; third, committee on 
death claims; fourth, auditing committee. 



Massachusetts Mutual Life Insurance Company. 179 
FINANCB COMMITTEE. 

Sec. 14. The finance committee shall consist of the 
president and three directors to be chosen by ballot. It 
shall have the control of the finances, funds and property 
of the company, and the general management of all 
matters pertaining thereto. It may sell any real estate or 
other property owned by the company; the deeds for real 
estate so sold shall be executed by the president. It 
shall, except as provided by these by-laws or by vote of 
the directors, fix the compensation of the clerks and 
other employes of the company (except the agents for 
procuring insurance and their clerks). It shall make 
quarterly reports to the directors of all investments and 
disbursements made during the previous quarter, and 
shall keep a record of all business done by it, which 
record shall show the names of the members present when 
any business is transacted; and no loan or investment 
shall be made except the same is approved by a majority 
of the committee. 

AGENCY COMMITTEE. 

Sec. 15. The agency committee shall consist of the 
president and two members of the board; they shall have 
authority to appoint, remove and fix the compensation of 
all managers, general, special and local agents of the 
company for procuring insurance, and shall have a 
general supervision over such managers and agents. 

COMMITTEE ON DEATH CLAIMS. 

Sec. 16. The committee on death claims shall con- 
sist of three members. It shall examine and pass upon 
all such proofs of death as may be submitted to it by the 
president or secretary. 

No death claim shall be paid unless the president, 
secretary, and a majority of the committee shall concur 
therein, without the sanction of the directors. 

AUDITING COMMITTEE. 

Sec. 17. The auditing committee shall consist of 
three members. It shall be its duty to examine the 
securities and books of the company; to pass upon all 



180 Massachusetts Mutual Life Insurance Company. 

accounts and balances and current expenses of the com- 
pany; and to make a report thereof at the annual meeting 
of the company in January and to the board of directors 
at such times as they may request. 

OFFICIAL BONDS. 

Sec. 1 8. The president and secretary shall each give 
a bond for the faithful performance of his duties, with 
sufficient sureties and in such amount as shall be deter- 
mined by the directors. The finance committee may also 
require a bond from any other officer or clerk of the com- 
pany, with such surety as they may deem proper. 

INVESTMENTS IN COMPANY'S NAME. 

Sec. 19. All investments in stocks shall be made in 
the name of the Massachusetts Mutual lyife Insurance 
Company, with power on the part of the president or 
vice-president, with the secretary, to make transfers of 
the same in the name of the company. 

Sec. 20. No money shall be withdrawn from any 
bank or other custodian of the funds of the company, 
except for the use of the company and upon the signa- 
tures of the president or vice-president, with the secre- 
tary or one of the said officers and one member of the 
finance committee. Either the president, vice-president, 
or secretary may endorse for deposit or collection all 
checks, drafts, or orders for money made payable to the 
order of the company. 

TRANSACTIONS WITH U. S. TREASURY. 

Sec. 21. In all transactions with the treasury de- 
partment of the United States, the president and secre- 
tary of the company are hereby authorized to receive and 
receipt for all money due and payable to this company, 
and to endorse checks and drafts in its name and on its 
behalf, and to give full discharge for the same. 

APPLICATIONS AND POLICIES — PREMIUMS. 

Sec. '22. The directors shall prescribe forms of appli- 
cations and policies and fix the rates of premiums. 
Extra rates may be fixed by the president or secretary. 



Massachusetts Mutual Life Insurance Company. 181 
AMOUNT OF POI.ICY. 

Sec. 23. No policy shall be issued for less than one 
hundred dollars, nor for a larger sum than shall from 
time to time be fixed by the directors. 

Every policy shall be numbered and signed by the 
president and secretary. 

FINANCIAL YEAR. 
Sec. 24. The financial year of the company shall 
close the last day of December, annually. 

AMENDMENTS. 

Sec. 25. These by-laws may be amended or repealed 
by majority vote at any annual or special meeting of the 
company, provided that notice therefor is given in the 
call of such meeting. 

Sec. 26. All former by-laws are hereby repealed. 

Adopted January 15, 1890; as revised to November 6, 
1894. 

Springfield, Mass., March 21, 1896. 
A. J. Flitcraft, 

609 Maple Ave. , Oak Park, Ills. 
Dear Sir: — The provision of our charter referred to in your let- 
ter of the 11th inst has been a dead-letter for many years, although 
not formally repealed by our legislature until the year 1887. I can- 
not learn that there has ever been made any demand upon our com- 
pany for any payment to the Massachusetts General Hospital, nor 
do I find any record to show that any such payment was ever made. 

Yours truly, 

H. M. Phillips, 

Secretary. 



183 Metropolitan Life Insurance Company. 



CHARTER AND BY-LAWS OF THE METRO- 
POLITAN LIFE INSURANCE 
COMPANY. 

AN ACT to amend the charter of the National Travel- 
ers' Insurance Company, and also to amend an act 
entitled "An act to authorize the National Travelers' 
Insurance Company to effect insurance upon the 
lives of individuals," passed April ninth, eighteen 
hundred and sixty-seven. Passed March 24, 18C8. 
The people of the State of New York, represented in 
Senate and Assembly, do enact as follows: 
Section 1. The charter of the National Travelers' 
Insurance Company, and an act entitled " An act to 
authorize the National Travelers' Insurance Compan}' 
to effect Insurance upon the lives of individuals," passed 
April 9, 1867, are hereby amended so as to read as 
follows : 

Sec. 2. The name of the said National Travelers' 
Insurance Company, from and after the passage of this 
act, shall be the Metropolitan Life Insurance Com- 
pany, and the same is continued and declared to be a 
corporation by that name. Its principal office shall be 
located in the City of New York. 

Sec. 3. The business of the company shall be to 
make insurance upon the lives of individuals, and every 
insurance appertaining thereto or connected therewith, 
and to grant, purchase or dispose of annuities, as set 
forth in the first department of the first section of the 
act passed June twenty-fourth, eighteen hundred and 
fifty-three, by the Legislature of the State of New York, 
entitled, "An act to provide for the incorporation of life 
and health insurance companies, and in relation to the 
agencies of such companies," and this company shall 



Metropolitan Life Insurance Company. 183 

possess and enjoy all the powers, privileges and fran- 
chises granted to, and shall be subject to all the regu- 
lations, restrictions and obligations impose^ upon incor- 
porations organized and existing under the said act of 
June twenty-fourth, eighteen hundred and fifty-three, 
and the amendments thereto. 

Sec. 4. The capital of the said company shall be 
two hundred thousand dollars, and the capital stock 
shall be divided into four thousand shares of fifty dollars 
each, which shall be personal property, transferable only 
on the books of the company, in conformity with the 
by-laws of said company. 

Sec. 5. The corporate powers of the company shall 
be vested in and exercised by a Board of Directors, and 
by such officers and agents as the board may appoint 
and empower. 

Sec. 6. The Board of Directors shall consist of not 
less than thirteen, nor more than twenty-five persons, a 
majority of whom shall be citizens of the State of New 
York, and at least two-thirds of whom shall each own 
and hold in his own right at least ten shares of the cap- 
ital stock of the company; and the remaining third may 
be holders of life or endowment policies, each paying a 
premium to the company of at least one hundred dollars 
per annum, or shall be entitled to an annuity of at least 
one hundred dollars per annum from the company. 

Sec, v. Seven directors shall constitute a quorum 
for the transaction of business, but a less number may 
meet and adjourn from time to time until a quorum is 
present. 

Sec. 8. The Board of Directors shall have power to 
make and prescribe such by-laws, rules and regulations 
for the conduct of its affairs not inconsistent with law or 
this charter, as may be deemed expedient. 

Sec. 9. The Board of Directors shall also have all 
other powers usually vested in boards of directors of 
life insurance or annuity companies, not inconsistent 
with the constitution or laws of this State, or with this 
charter, and may, at any time, accept and exercise any 



184 Metropolitan Life Insurance Company. 

or all additional powers and privileges which may be 
conferred by law upon this, or in general, upon life in- 
surance or annuity companies. 

Sec. 10. The following named persons, having been 
duly elected, shall constitute the first Board of Directors 
under this charter, to-wit : 

James R. Dow, H. A. Jones, John Caswell, Watson 
Sandford, John Davol, D. C. Ripley, Howell Smith, 
John C. Beale, H. Toulmin, George C. Collins, S. M. 
Beard, Joseph F. Knapp, J. C. Dimmick, Samuel W. 
Truslow, Wm. M. Raymond, John H. Morris, T. J. 
Van Wyck, Henry D. Polhemus, E. H. Jones, and shall 
hold office until their successors shall be elected. 

Sec. 11. Elections for directors shall be held annu- 
ally on the second Tuesday of April, at the office of the 
company, and the board shall give at least ten days' 
notice thereof, in two daily newspapers published in 
the City of New York. Directors shall be reeligible, 
and vacancies occurring in the intervals of election may 
be filled by the board for the unexpired term, in such 
manner as the by-laws of the company may provide. 
Every election for directors shall be by ballot, and a 
plurality of votes shall elect. The first election under 
this act shall be held in April, 1869. 

Sec. 12. The Board of Directors, previous to each 
annual election shall appoint three inspectors of such 
election, and in case any or either of the inspectors so 
appointed shall decline to act or fail to attend at the 
appointed time and place of election, the President, or, 
in his absence, the Vice President of the Company, may 
appoint others to supply their places. 

Sec. 13. At every election of directors each stock- 
holder shall be entitled to one vote, in person or by 
proxy, for each and every share of the capital stock of 
the company owned and held by him in his own name 
on the books of the company ; and any person insured 
for one year before any election, for the whole term of 
life, in the company, or by an endowment policy, up'on 
either of which the annual premium shall nq,t be less 



Metropolitan Life Insurance Company. 185 

than $100 and every person entitled to an annuity from 
the company of not less than $100, shall be entitled to 
one vote in person, but not by proxy ; unless the same 
shall be recorded in a book kept by the company for 
that purpose, three months prior to any election. 

Sec. 14. The Board of Directors shall, at their first 
stated meeting after each annual election, elect from 
their own number a President, and also in like manner 
a Vice President of the company, who shall respective- 
ly hold ofifice for the term of one year, and until their 
successors are elected. The board may also elect a 
Secretary and such other officers as they may deem req- 
uisite who shall hold office during the pleasure of the 
Board of Directors. 

Sec. 15. The fiscal year of the company shall com- 
mence on the first day of January, and shall terminate 
on the thirty-first day of December, in each and every 
year. 

Sec. 16. On the first day of January in each year, 
or within sixty days thereafter, a valuation of the assets 
and liabilities of the company shall be made; and after 
placing to the credit of the stockholders 7 per cent on 
the amount of the capital stock, which may be paid to 
the stock holders, one-half on the fifteenth day of May, 
and the remaining one-half on the fifteenth day of No- 
vember, and after providing for all the outstanding lia- 
bilities of the company, all the remaining profits or 
surplus shall be placed to the credit of the policy 
holders who may be entitled to participate in the profits 
or surplus of the company, in proportion to the 
amount of premium paid respectively, as hereinafter 
provided, which credit may be represented by scrip, sub- 
ject to all the provisions of this charter; but no credit 
or scrip shall be made for any fractional part of a dollar, 
nor shall any policy holder be entitled to a credit for 
profits who has not been insured for three full years, 
and whose policy, for life, or endowment, is not in actual 
force at the time. 

Sec. 17. The Board of Directors may purchase at 



186 Metropolitan Life Insurance Company. 

any time, for the benefit of the company, any policy of 
insurance, or other obligation of the company growing 
out of the business, and also any claims of policy holders 
for the profits; but no officer, director, agent or employe 
of the company shall make any such purchase for his in- 
terest, benefit or advantage. 

Sec. 18. The scrip and credit to policy holders shall 
be exhausted in payment of liabilities of the company, 
before the capital shall be impaired, and the scrip issued 
shall contain a provision to that effect. 

Sec. 19. Upon the passage of this act, and after 
one month's weekly notice in the State paper, seventy-five 
per cent of the securities of the compan}', lodged with the 
superintendent of the insurance department as secur- 
ity for policies heretofore issued by said company other 
than life, endowment and annuity policies, shall be made 
payable to the company, and returned by the said super- 
intendent to the company ; and upon the maturity or 
cancelment of the outstanding policies heretofore issued 
by said companj' other than life, endowment and an- 
nuity policies, the remaining twenty-five per cent of the 
aforesaid securities shalTin like manner be returned by 
the said superintendent to the company, on furnishing 
satisfactory proof of such cancelment. 

Sec. 20. When the gross assets of the company shall 
amount in value to five hundred thousand dollars it shall 
be lawful for the directors to retire one-half of the capi- 
tal stock of the company by payment to the stockhold- 
ers of one-half of the par value of the stock, and by 
issuing to each stockholder, on such payment, a new 
certificate, reducing each stockholder's stock one-half. 
Such new certificate shall represent as many shares as 
did the old one, and each share of the new stock shall 
be of the par value of twentj'-five dollars. 

Sec. 21. Nothing contained in this charter shall be 
so construed as in any manner interfering with, chang- 
ing, modifying, releasing or discharging any policies 
heretofore issued by said company, or any liability of 
the said company. 

Sec. 22. This act shall take effect immediately. 



Metropolitan Life Insurance Company. 187 

AMENDMENT TO CHARTER. 

AN ACT to amend the charter of the Metropolitan Life 
Insurance Company, of the city of New York. Passed 
May 17, 1883. The people of the State of New York, 
represented in Senate and Assembly, do enact as fol- 
lows : 

Section 1. The Metropolitan Life Insurance Com- 
pany of the City of New York may divide its business 
into two departments, the books and accounts of which 
shall be kept separate and distinct, and which shall be 
known respectively as the " ordinary department " and 
the "industrial department." 

Sec. 2 On the first day of January of each year, or 
within sixty days thereafter, a valuation of the assets and 
liabilities of the company shall be made, and after pro- 
viding for the liabilities of the " ordinary department," 
the net surplus derived from the business of said depart- 
ment shall be credited to such policy holders of said de- 
partment as may be entitled to participate in such sur- 
plus. Then, after providing for the liabilities of the 
"industrial department," and interest upon the capital 
stock, the net surplus derived from the business of said 
department shall be added to the capital stock, as addi- 
tional security to the policy holders. 

Sec. 3. The Metropolitan Life Insurance Company 
is hereby authorized and empowered from time to time 
to increase its capital stock, to an amount not exceeding 
two millions of dollars, by the issue of additional shares 
of the par value of twenty-five dollars each ; said addi- 
tional stock to be paid in cash, or by the application of 
such surplus as may be derived from the business of the 
"industrial department." Such increased stock shall 
be apportioned pro rata among the stockholders of rec- 
ord at the time such increase is made, and no greater 
cash dividend shall be paid upon the capital stock of 
said company than seven per cent per annum. 

Sec. 4. All acts or parts of acts inconsistent here- 
with are hereby repealed, but no policy or contract here- 



188 Metropolitan Life Insurance Company. 

tofore issued or made by said company shall be affected 
or impaired hereby. 

Sec. 5. This act shall take effect immediately. 

BY-LAWS. 

Section 1. The officers of this company shall con- 
sist of a President, Vice President, 2d Vice President, 
Secretary, Actuary, Medical Examiner and Counsel. 

Sec. 2. The President, Vice President and 2d Vice 
President shall be elected at a meeting of the Board of 
Directors, to be held on the fourth Tuesday in April, and 
shall each hold his office for the term of one year, as 
provided in the 14th section of the charter of said com- 
pany, and until his successor is elected. 

Sec. 3. All other officers and assistant officers shall 
be appointed by the board, and hold their offices until 
their successors are appointed respectively. 

Sec. 4. The annual meeting of the stockholders of 
the said company for the election of directors, and the 
transaction of such other business as shall come before 
them, shall be held at the office of the company, in the 
City of 'New York, on the second Tuesday in April, in 
each and every year. 

Sec. 5. The Board of Directors shall hold quarterly 
meetings on the fourth Tuesdays of January, April, July 
and October, in each and every year, to hear the reports 
of officers and committees, and for the transaction of 
general business. 

Sec. 6. Special meetings of the board may be called 
at any time, by the President; in his absence, by the 
Vice President; and in the absence of both, by the Sec- 
retary, or any three members of the board, for the trans- 
action of such special business as shall be indicated in 
the call for the same. 

Sec. 7. Three inspectors of election shall be ap- 
pointed by the Board of Directors, at their quarterly 
meeting to be held on the fourth Tuesday in January, to 
act at the election of directors next ensuing their ap- 
pointment. 



Metropolitan Life Insurance Company. 189 

Sec. 8. At the quarterly meeting to be held on the 
fourth Tuesday of April in each and every year, there 
shall be appointed by the President, with the concur- 
rence of the board, three standing committees, of three 
members each, and which shall hold their appointments 
for one year, to-wit: a Finance Committee, a Committee 
on Claims, and an Auditing Committee. 

Sec. 9. Each of said committees shall keep in books 
for that purpose a full record of its proceedings, which 
shall be reported in full at each quarterly meeting of the 
board and at any special meetings, when called for by a 
vote of the board; said reports shall be in writing and 
signed by the members of said committees respectively. 

Sec. 10. The President shall be ex officio a member 
of all committees of the board. 

Sec. 11. It shall be the duty of the Finance Com- 
mittee to examine and have a general supervision over 
all the accounts, vouchers, funds, property, investments 
and financial affairs of the company, and to make such 
recommendations, from time to time, to the board, as 
said committee shall deem fit and proper. 

Sec. 12. It shall be the duty of the Committee on 
Claims to examine, upon request of any of the officers, 
all proofs, papers and facts relating to claims by death 
and to consider and report upon the same to the Presi- 
dent. 

Sec. 13. It shall be the duty of the Auditing Com- 
mittee to examine all vouchers, and audit all accounts 
and bills, and the expenses of the company. 

Sec. 14. The meetings of the standing committees 
shall be at the call of the President; in his absence, of 
the Vice President; in the absence of both, of the Sec- 
retary; or at the call of the Actuary, in the absence of all 
the above named officers. 

Sec. 15. It shall be the duty of the President to ex- 
ercise a supervision and superintendence over all the 
business and affairs of the company; to report in 
writing, at each regular meeting of the board, the con-, 
dition, standing and affairs of the company; to have the 



190 Metropolitan Life Insurance Company. 

custody of the cash, assets, securities, and other 
property of the company; to make investments, and to 
call in the same, with the consent of the Finance Com- 
mittee; to pay and compromise claims occasioned by 
death or otherwise; to grant annuities, and to purchase 
the same after advising with the Secretary and Actuary; 
to have custody of the corporate seal of the company, 
and to execute and acknowledge all papers necessary 
and proper to be executed in the performance of the 
foregoing duties; to preside at all meetings of the board, 
and to perform such other duties as usually devolve on 
the chief executive officer of like companies. 

Sec. 16. It shall be the dut}' of the Vice President 
to consult and advise with the President, whenever re- 
quested, in all matters and affairs of the company ; to 
keep the minutes of the proceedings of the Board of Di- 
rectors ; to assist the President in the discharge of his 
duties, whenever requested, and to perform all the duties 
of the President in his absence or inability to act, and 
in concurrence with the President to have a general 
oversight of all the business and affairs of the company. 
It shall be the duty of the 2d Vice President to consult 
and advise with the President or Vice President, when- 
ever requested, in all matters and affairs of the company ; 
to assist the President and Vice President in the dis- 
charge of their duties, whenever requested, and to per- 
form all the duties of the President in the absence or in- 
ability to act of the President and Vice President ; and 
in concurrence with the President and Vice President 
to have a general oversight of all the business and affairs 
of the company. 

Sec. 17. It shall be the duty of the Secretary to give 
notice of all meetings ; to provide and have supervision 
over all the books of account of the company, to see that 
just, true, correct and suitable cash, check and bank 
books are kept, showing particularly all moneys re- 
ceived, deposited, drawn and disbursed ; for what and of 
whom received, and to whom and for what paid ; to keep 
a strict account of all risks taken by the company, and of 



Metropolitan Life Inswrance Company. 191 

the registry and cancellation of policies and stock of 
the company, and of all investments, securities and as- 
sets, the same and all of the same to be so kept as to 
afford a clear and distinct exhibition of all the affairs 
and business of the company ; to give notice of the meet- 
ings of standing committees to the members thereof; to 
furnish the Chairman of said committees with lists of 
their respective members, and with copies of such reso- 
lutions, papers and matters as may require their action 
or attention ; to furnish certified copies of the proceed- 
ings of the board when proper so to do, and to perform 
such other duties as may be required by the Board of 
Directors. It shall be the duty of the Assistant Secre- 
tary to assist the Secretary in the performance of his 
duties whenever so requested, and in the absence of the 
Secretary, or his inability to act, to perform all his duties. 

Sec. 18. It shall be the duty of the Actuary to ex- 
amine statistics and tables, and to make all the neces- 
sarymathematical and actuarial calculations, forming the 
basis on which the company shall take, cancel, or ex- 
change risks, grant or purchase annuities, and prepare 
proper tables of the same for common use, and to report at 
the meeting of the board to be held on the fourth Tues- 
day in January in each year (made up to the 31st day of 
December next preceding) the condition of the affairs 
of the company, predicated upon an actuarial valuation 
of the obligations of the company and of all its assets, 
contingent and in possession ; to assist all committees at 
their sittings when requested, and to perform all the 
general duties of an Actuary. 

Sec. 19. It shall be the duty of the consulting and 
examining physician to attend daily, at stated hours, at 
the office of the company, to examine applicants for 
assurance at the office or elsewhere, when requested by 
an officer of the company, and to make in each case a 
report thereof to the officers of the company ; to give 
advice and counsel on all applications from abroad, and 
also, when requested, on all proofs and papers in sup- 
port of claims occasioned by death of the insured. 



192 Metropolitan Life Insurance Company. 

Sec. 20. It shall be the duty of the counsel to re- 
ceive through the President all applications to the com- 
pany for loans, to be secured by bond and mortgage, 
and to report the same to the President or the appro- 
priate committees of the board, with such suggestions 
as may be proper, relative thereto ; to render such ser- 
vices and legal advice to the officers of the company, 
and the board and committees thereof ; to examine all 
titles, and to render all such legal services growing 
out of the investments, engagements, claims, rights, 
remedies and liabilities of the company, as in his judg- 
ment the best interests of the company may require. 

Sec. 21 . All moneys received by the company shall 
be deposited under such regulations, and in such bank 
or banks as shall be designated by the Finance Com- 
mittee. 

Sec. 22. All checks shall be signed by two of the 
following officers : President, Vice President, Second 
Vice President, Secretary, Assistant Secretary, Actuary. 

Sec. 23. The President and Secretary or Actuary 
shall make all statements of the affairs of the compaay 
required by law. 

Sec. 24. Allpolicies in the ordinary department shall 
be signed by two of thefollowing officers : President, Vice 
President, Second Vice President Secretary, and Actu- 
ary. All annuity bonds shall be sealed with the seal of 
the company and signed by two of the foregoing offi- 
cers, one of whom shall be the President or Vice Presi- 
dent. Policies in the industrial department shall not 
be signed, but shall have printed fac simile signa- 
tures of the President and Secretary and shall be issued 
under rules prescribed by the officers. 

Sec. 25. The shares of the stock of the company 
shall be transferable only on the books of the company, 
on surrender of the certificate representing the same. 
All certificates of stock shall be signed by the President, 
and Secretar)', or in absence of the Secretary by the 
Actuary and no certificates shall be signed by either of 
the said officers in blank, at any time. 



Metropolitan Life Insurance Company. 193 

Sec. 26. It shall be the duty of any and all the offi- 
cers of the company to meet the President upon his call, 
from time to time, as he may designate, to consult and 
receive suggestions upon such matters as the President 
shall deem proper to bring before them, or either or any 
of them. 

Sec. 27. These by-laws may be altered and 
amended only by a vote of two-thirds of the directors 
present, at a regular or adjourned meeting, upon written 
notice, stating the proposed alteration or amendment 
read at a meeting of the board, at least thirty days be- 
fore the same shall be acted upon. 



194 Michigan Mutual Life Insurance Company. 



CHARTER AND BY-LAWS OF THE MICHIGAN 

MUTUAL LIFE INSURANCE COMPANY 

OF DETROIT. 

The undersigned charter officers of the Michigan Mu- 
tual Life Insurance Company, a corporation organized 
and existing under the act of the legislature of the State 
of Michigan, entitled "An act for the incorporation of 
insurance companies and defining their duties and pow- 
ers," approved February 15, 1859, and the acts amend- 
atory thereof, in order to reorganize said company under 
another act of the legislature of Michigan entitled ' 'An 
act in relation to life insurance companies transacting 
business within this state." approved March 30, 1869, 
being first duly authorized to so do by a meeting of the 
company regularly called and held, do make and enter 
into the following articles of association and reorganiza- 
tion, on behalf of said company; that is to say: 

ARTICLE I. 

The names of the associates and their places of resi- 
dences are as follows: John J. Bagley, Wm. A. Moore, J, 
S. Farrand, A. Sheley, R. W. King, Wm. Oakes, Gusta- 
vus Doeltz, Feist Rothschild, Edward LeFavour, A. C. 
Porter, E- S. Heineman, C. S. Witbeck, M. S. Fech- 
heimer, Wm. A. Throop, D. J. Workum, W. S. Wood, 
T. W. Palmer, Geo. R. Angell, Wm. F. Raynolds, Laura 
Kaichen, Wm. Duncan, I. Kaufman, Herman Keifer, 
John T.Liggett, Duane Doty, Wilkins & Co., T. H. 
Hinchman, A. H. Wilkinson, M. S. Smith, A. Wilkins, 
trustee; W. H. Brace, Eunice T. Wilson, Geo. W. Lee, 
Wm. J. Chittenden, Chas. D. Stevens, Henry Weber, 
Wm. Phelps, E. C. Walker, Geo. Foote, Chas. H. Wil- 
kins, G. S. Wormer, R. A. Liggett, Regina Bichele, Ade- 
line T. Barnes, Robert Hosie, Chas. B. Phelps, all of 



Michigan Mutual Life Insurance Company. 195 

Detroit, Mich.; Aaron F. Leopold, Milwaukee, Wis.; H. 
R. Gardner, E. O. Grosvenor, Jonesville, Mich.; N. G. 
Isbell, Lansing, Mich.; P. B. Loomis, Jackson, Mich.; 
T. N. Cooley, John N. Gott, H. S. Frieze, Ann Arbor, 
Mich.; F. W. Judd, Wm. B. McCreery, Flint, Mich.; 
Wm. A. Richmond, T. D. Gilbert, F. B. Gilbert, Grand 
Rapids, 'Mich. ; F.J. Hough, Wm. S- Wilcox, Adrian, 
Mich.; H. C Thurber, James Andrews, S. Baldwin, B. 
G. Stout, T. A. Flower, Pontiac, Mich.; John Johnston, 
Port Huron, Mich.; C. J. Dickerson, A. F. Whelan, 
Hillsdale, Mich. ; Sylvanus Warren, Wyandotte, Mich. ; 
C. K. Robinson, East Saginaw, Mich.; R. P. Aldrich, 
Parma, Mich. ; Mary J. Heath, Brooklyn, N. Y. ; J. H. 
Nelson, San Francisco, Cal. 

ARTICLE II. 
The said company shall continue to be known by the 
name of the Michigan Mutual Life Insurance Company, 
and its principal office for the transaction of business shall 
continue to be as now established in the City of Detroit, 
Mich. The period for which it is to be incorporated is 
thirty years, from the date hereof; but should any amend- 
ment be hereafter adopted to the constitution of the State 
which shall authorize such corporation to organize for 
perpetual existence or for any longer period than thirty 
years, then this corporation, before said thirty years shall 
expire, shall take steps for reorganization and extension 
of corporate authority as contemplated and authorized by 
section twenty-four of the act last aforesaid. 

ARTICLE III. 

The purpose of the incorporation shall be to make 
insurance on the lives of individuals, and every insurance 
pertaining thereto, and to grant, purchase and dispose of 
annuities. 

ARTICLE IV. 

The croporate powers of the company shall be exercised 
by a board of directors, which shall consist of twenty-one 
members, which may be increased at the option of the 
board to not more than forty. 



196 Michigan Mutual Life Insurance Company. 

The first meeting for the election of directors shall be 
called by the present oflBcers, and held as soon as practic- 
able after these articles shall take effect. 

No person shall be eligible who is not the owner of at 
least ten shares of the guarantee capital of the company, 
and at least two-thirds of the directors shall be residents 
of the State of Michigan. The board, at their first meet- 
ing, shall divide themselves by lot into three equal classes 
as near as may be, whose terms of ofiice shall expire at 
the end of one, two and three years respectively^ and 
thereafter one-third of the directors shall be chosen 
annually for the class whose term then expires, who shall 
hold oflBce for three years, or until their successors are 
elected; but the first board of directors whose terms shall 
not have expired previous to the last Tuesday in January 
shall continue in ofiice until the last Tuesday in January 
following. The election of directors shall be had at the 
annual meeting of the company, which shall be held on 
the last Tuesday in January at the ofiice of the company 
in Detroit. Thej' shall be chosen by ballot, and a majority 
of the votes cast shall elect. Every shareholder shall be 
entitled to one vote for directors for every share of guar- 
antee capital standing in his name on the books of the 
company, and may vote in person or in proxy. And 
every policyholder insured in this company for the period 
of his natural life in the sum of not less than five thou- 
sand dollars shall also be entitled to one vote in the 
annual election of directors, which vote must be given 
in person. 

Vacancies occurring in the board of directors in the 
intervals of elections shall be filled by the board; and if 
the board at any time adds to the number of directors, it 
shall elect the new members to hold ofiice till the next 
annual meeting, when such additional members shall be 
chosen by the company, and classified as to term of ofiice 
in the same manner as directors are classified at the first 
meeting; provided, however, the board shall not have 
the power to increase the number and elect such new 
directors unless a majority of all directors be present. 



Michigan Mutual Life Insurance Company. 197 

Seven directors shall constitute a quorum for the transac- 
tion of business. At the first meeting after reorganization, 
and at their first meeeting after the annual election in each 
year, they shall elect from their number a president and 
vice-president, to hold ofiice for the ensuing year; and 
they may also appoint a secretary, an actuary, and such 
other officers and agents as the by-laws may provide for, 
whose appointments shall be during the pleasure of the 
board. 

Directors shall not be eligible to the office of actuary. 
ARTICLE V. 

The fiscal year of the company shall commence on and 
with the first day of January in each year, and shall ter- 
minate on and with the thirty -first day of December follow- 
ing. 

On the first day of January A. D. 1871, or immediately 
thereafter, and at same time in each succeeding year, the 
directors shall cause a valuation of the outstanding poli- 
cies to be made, and after reserving a sufficient sum to 
re-insure all outstanding risks and meet all other obliga- 
tions as required by law, the surplus arising from partici- 
pating policies shall be equitably divided among such 
policyholders, either in cash or to the purchase of addi- 
tional insurance, or to the reduction of future premium. 

ARTICLE VI. 

The amount of the guarantee capital stock of said com- 
pany is two hundred and fifty thousand dollars. The 
holders of the guarantee capital shall be entitled to a semi- 
annual interest of five per cent on the amount of capital 
stock held by them respectively, payable in such manner 
as the directors shall prescribe. 

ARTICLE VII. 

The time for holding the annual meeting of the com- 
pany shall be as above provided, and ten days' previous 
notice thereof shall be advertised by the board in at least 
two of the daily papers of Detroit. 

ARTICLE VIII. 

It is understood fully that nothing in these articles of 
re-organization is in any manner to interfere with, change. 



198 Michigan Mutual Life Insurance Company. 

modify, release, or discharge any policy heretofore issued, 
or any contracts heretofore made with or by said com- 
pany, or any liability whatsoever of said company, or to 
the same. 

This instrument of re-organization shall take eflfect on 
the 8th day of July, 1870. 

(Signed) John J. Bagley, President,- 

J. S. Farranp, Vice-President. 
John T. lyiGGKTT, Secretary. 
Attorney General's Office, 

Kai,amazoo, June, 16, 1870. 
This will certify that I have examined the above and 
foregoing charter of the Michigan Mutual L,ife Insurance 
Company, and find the same to be in accordance with the 
statute in such case made and provided, and the same is 
not in conflict with the constitution or laws of this State. 
(Signed) Dwight May, 

Attorney General. 

BY-I.AWS. 

MEETINGS OF BOARD. 

Section i . Stated meetings of the board of directors 
shall be held on the last Tuesday of January, April, July 
and October, at the office of the company, at which times 
a report shall be made, by the secretary, of the business 
of the company for the preceding quarter (quarters to end 
on the last days of March, June, September and Decem- 
ber), stating the number of policies issued and the 
amount insured thereby; the receipts and from what 
sources; the expenditures, investments and cash on hand; 
the amounts due and unpaid and a general balance sheet 
exhibiting a full statement of the funds, investments, 
payments and all claims for losses. At the annual meet- 
ing of the company, as provided by the charter, a com- 
plete report shall be made, by the officers, of the busi- 
ness for the preceding year, stating the number of poli- 
cies issued and the amount insured thereby; the number 
of policies which have ceased to be in force; for what 
causes, and the amount of risks marked oflf thereby; the 



Michigan Mutual Life Insurance Company. 199 

number of policies in force at tiie end of the year and the 
amount insured thereby; the total receipts and from 
what sources; the expenditures and for what purposes; 
the assets of the company and the items composing the 
same; the liabilities and for what account. 

SPECIAL MEETINGS. 
Sec. 2. Special meetings of the board may be called 
by either the president or secretary, at their discretion; 
and it shall be the duty of the secretary to call a meeting 
of the board whenever requested to do so, in writing, by 
three directors. A written or printed notice of all special 
meetings shall be served on each of the directors, person- 
ally, or through the post ofl&ce, which shall specify the 
object of said meeting; and no business shall be taken up 
or acted on at such meeting except that mentioned in the 
notice, unless by unanimous consent. 

DUTIES OF PRESIDENT. 

Sec. 3. The president shall, if present, preside at all 
meetings of the directors; he shall be ex-officio chairman 
of the finance committee, and shall have a general direc- 
tion and superinter dance of the affairs of the company. 

DUTIES OE VICE-PRESIDENTS. 

Sec. 4. The vice-presidents shall be invested with, 
and in the absence of the president can exercise all the 
powers and functions which are now or hereafter may be 
conferred upon the president by the by-laws of the com- 
pany. 

DUTIES OF SECRETARY. 

Sec 5. The secretary shall look after the details of 
the oflBce business as directed so to do by the president. 
He shall attend meetings of the board and committees, 
and shall keep a record of the proceedings of the board of 
directors and of the committees in books prepared for that 
purpose; he shall have charge of the oflScial seal of the 
company, and shall affix the same to all documents re- 
quiring the same, whenever directed so to do by the pres- 
ident. He shall see that a daily deposit is made of all 
moneys received in such bank or banks as have been se- 
lected by the board of directors as depositories of the 



200 Michigan Mutual Life Insurance Company. 

company's funds. He shall draw and sign all checks for 
money, but such checks to be valid must be counter- 
signed by the president, one of the vice-presidents, or in 
their absence, by a member of the finance committee. 
The secretary shall be elected annually in January. 

DUTIES OF ACTUARY. 

Sec. 6. The actuary shall make all such calculations 
as to the duration of life and the proper rate of premi- 
ums to be charged for risks taken by the company. He 
shall value the policies annually and make a detailed re- 
port of the same to the board of directors. He shall cal- 
culate and prepare from reliable sources such tables of 
the value and risks of lives and annuities as may be re- 
quired for the use of the company, and he shall assist the 
secretary in the preparation of the annual report to the 
company, and such reports as are required by the insur- 
ance departments of the states in which this company 
transacts business. 

DUTIES OF MEDICAL EXAMINER. 

Sec. 7. There shall be a medical examiner appointed 
by the board of directors, whose duty shall be to attend 
at the oflBce of the company daily at stated hours, to 
make personal examinations of persons applying for in- 
surance; he shall also examine all applications for insur- 
ance received by the company, and he shall keep a record 
of his decisions thereon, as well as of all applicants he 
may examine in person. 

BONDS. 

Sec. 8. The president, vice-presidents and secretary 
shall each give a bond for the faithful performance of his 
trusts for such an amount and with such sureties as shall 
be approved by the board of directors. Every bond so 
taken shall be drawn so as to remain in force until an- 
other bond be substituted and approved by the board of 
directors. 

INSURANCE CONTRACTS. 

Sec. 9. The president, or one of the vice-presidents 
and secretary, shall have power to make contracts for in- 
surance on life and for annuities, in conformity with the 



Michigan Mutual Life Insurance Company. 301 

rules and regulations of the board of directors for the 
time being. 

COMMITTEES. 

Sec. io. There shall be three standing committees, 
viz. : a committee on finance, a committee on insurance, a 
committee on accounts. They shall be elected annually, 
by ballot, in the month of January, by the board of di- 
rectors, and shall hold their ofi&ces until their successors 
are elected. Vacancies occurring shall be filled by the 
board of directors at their next regular meeting, but may 
be filled at any special meeting called for that purpose. 

DUTIES OP FINANCE COMMITTEE. 

Sec. II. The finance committee shall consist of four 
directors, besides the president, three of whom shall con- 
stitute a quorum, but when three members shall not be 
present at any meeting called, the secretary, or in his ab- 
sence the assistant secretary, shall act as a member of 
such committee. They shall supervise and direct all the 
investments, temporary and otherwise, of the funds of the 
company, and the manner in which the accounts shall be 
kept, and may direct the release of mortgaged premises 
and change of investments or securities, and shall consult 
and advise with the ofl&cers of all matters connected with 
the finances of the company and the declarations of divi- 
dends. All matters pertaining to the salaries of the em- 
ployes of the company shall be referred to them. 
DUTIES OE INSURANCE COMMITTEE. 

Sec. 12. The committee on insurance shall consist of 
three directors, two of whom shall constitute a quorum. 
They shall consult and advise with the officers in all 
matters relating to insurance, agencies and in the adjust- 
ment of claims for losses. 

DUTIES OF COMMITTEE ON ACCOUNTS- 

Sec 13. The committee on accounts shall consist ot 
three directors, two of whom shall constitute a quorum. 
They shall audit and examine all accounts and payments 
prior to each quarterly meeting of the board of directors, 
and they may, in their discretion, audit and examine the 
accounts monthly. 



202 Michigan Mutual Life Insurance Companv. 

MINUTES OF PROCEEDINGS. 
Sec. 14. Minutes of the proceedings and resolutions 
of each committee shall be kept in books provided for 
that purpose, and shall be open for the inspection of any 
director, and shall be read at any regular meeting of the 
board of directors, whenever called for by any member of 
the board. 

REPORTS OF COMMITTEES. 

Sec 15. Every report of a standing or special com- 
mittee shall be in writing. 

FUNDS — HOW INVESTED. 

Sec. 16. The funds of the company shall be invested 
as follows, viz. : On bond and mortgage security on real 
estate, on bonds or stocks deposited with the company as 
collateral security, or in bonds of the United States or 
State of Michigan. 

The finance committee shall not be at liberty to make 
any loan upon real estate for a greater amount than one- 
half the value of the property offered as security; and in 
case the security offered is farm property, the buildings 
shall be excluded from the estimate of the value thereof. 
The finance committee may, at their discretion, require 
fire insurance policies to be assigned as collateral security, 
in addition to the bond and mortgage. 

Loans on collateral security shall only be made upon 
such stocks or bonds as have a market quotation or value, 
and for an amount not exceeding three-fourths of the 
market value of the securities deposited as collateral. No 
applications for loans on real estate from incorporated 
companies shall be entertained by the finance committee. 

TITLES TO REAL EbTATE. 

Sec. 17. No loan upon real estate shall be made un- 
less the property proposed for security is free and unin- 
cumbered from any and all claims whatsoever, including 
judgments, liens, taxes, tax-titles, or adverse tax-titles; 
and the president shall not be at liberty to complete anj'^ 
loan authorized by the finance committee until the at- 
torney of the company has certified that the title is free 



Michigan Mutual Life Insurance Company. 303 

and unincumbered, and that all papers in connection with 
said loan are properly executed. 

INVESTMENTS IN CORPORATE NAME. 

Sec. i8. All investments shall be made in the corpor- 
ate name of the company, and all securities shall be in its 
name. Transfers of stock or other public securities may 
be made by the president, whenever directed by the 
finance committee; and all releases of mortgages or re- 
ceipts for final payments of any securities whatever shall 
be on the joint signatures of the president or a vice-pres- 
ident and secretary. 

INTEREST OVERDUE. 

Sec 19. No interest shall be allowed to remain due 
longer than thirty days on any bond and mortgage to the 
company, without a foreclosure or suit being directed by 
the president, unless the finance committee authorize a 
longer delay. 

AMOUNT OF RISK ON SINGLE LIFE. 

Sec. 20. No risk shall be taken on a single life for a 
greater amount than $20,000, and no risk over $10,000 
shall be taken after the age of 55 years. 

BY-LAWS— HOW AMENDED. 

Sec 21. The by-laws may be altered at any regular 
meeting, or at a special meeting called for that purpose. 

Sec. 22. In the absence or inability of the president 
or one of the vice-presidents, any member of the finance 
committee may exercise the powers of the president in 
signing checks and contracts and the discharge of mort- 
gages. 



204 Mutual Benefit Life Insurance Company. 



CHARTER AND BY-LAWS OF THE MUTUAL 
BENEFIT LIFE INSURANCE COMPANY. 

An Act to Incorporate The Mutuai, Benefit Lifb 
Insurance Company. 

Be it enacted by the Senate and General Assembly of 
the State of New Jersey, as follows: 

Section i. Thomas V. Johnson, William M. Simp- 
son, Jesse Baldwin, James L. Dickerson, Henry McFar- 
lan, Thomas B. Segur, Charles S. Macknet, Guy M. 
Hinchman, Samuel Meeker, Robert L. Patterson, Marcus 
L. Ward, Lewis C. Grover, and others, their associates, 
successors and assigns, shall be, and are hereby ordained, 
constituted and declared to be a body politic and corpo- 
rate, in fact and in name, by the name of ' 'The Mutual 
Benefit Life Insurance Company," to be located at New- 
ark, in this State; and by that name they and their 
successors shall and may have succession during the 
continuance of this act, and shall be capable of suing and 
being sued, pleading and being impleaded, answering 
and being answered unto, defending and being defended, 
in all manner of actions, suits, complaints, matters and 
causes whatever; and that they and their successors may 
have a common seal, and may alter and change the same 
at pleasure; and, also, that they and their successors, by 
the name of ' 'The Mutual Benefit Life Insurance Com- 
pany," shall be in law capable of purchasing, holding 
and conveying any estate, real or personal, for the use of 
the said corporation; provided, the lands, tenements, and 
hereditaments, which it shall be lawful for the said cor- 
poration to hold, be only such as shall be requisite for 
the purpose of erecting buildings thereon, in which to 



Mutual Benefit Life Insurance Company. 205 

meet and transact the business of the corporation, or such 
as shall have been bona fide mortgaged to it by way of 
security, or conveyed to it in satisfaction of debts previ- 
ously contracted in the course of its business, or pur- 
chased at sales on judgments or decrees, which shall 
have obtained for such debts; and with regard to all such 
lands, tenements, and hereditaments, so to be held by 
the said corporation as aforesaid, except such as may be 
for its immediate accommodation as aforesaid, or such as 
it may hold by way of mortgage, and whereof the actual 
possession shall be and remain in the mortgagors, their 
heirs and assigns, the corporation shall be bound to sell 
and dispose of, respectively, within five years after it shall 
acquire the same, and shall not be capable of holding the 
same after the expiration of five years. 

Sec. 2. All persons who shall at any time hereafter 
insure in or with the said association, shall, while they 
continue so insured, be deemed and taken as members of 
the said corporation; and that the property and concerns 
of the said corporation shall be conducted and managed 
by twelve directors, a majority of whom shall be citizens 
and residents of this State, and none of whom shall hold 
the like office or agency in any other insurance company 
in this State, to be chosen, by ballot, by and from among 
the members, and shall hold their office for one year and 
until others are chosen ; and the said directors and officers 
may always be re-elected, but one-fourth part or number 
of the directors must be re-elected every year, for which 
purpose, at their first meeting, they must divide them- 
selves into four sets or classes, of three each ; the term of 
the first class shall expire at the end of one year, the term 
of the second class shall expire at the end of two years, 
the term of the third class shall expire at the end of 
three years, the term of the fourth class shall expire at 
the end of four years, and so on successively; the seats of 
these classes shall be supplied by the members of this cor- 
poration; and that the election for directors shall be held 
on the third Monday of January, in every year, at the 
office of the company, or such other place as a majority of 



2^6 Mutual Benefit Life Insurance Company. 

the directors may previously designate, public notice of 
which shall be given by the secretary, in one or more 
newspapers printed or circulating in the county of Essex, 
at least two weeks previous to the time of holding such 
election; and if any of the said directors shall die, refuse 
to serve, or neglect to act in their said office for the space 
of two months, then and in every such case the remaining 
directors shall have power to fill such vacancy or vacan- 
cies until the next annual election; and in case it should 
happen that an election for directors should not be held 
on the day when pursuant to this act it ought to beheld, 
the said corporation shall not be dissolved for that cause, 
but it shall and may be lawful to hold an election for 
directors, pursuant to law; and until an election for direc- 
tors shall be held according to the provisions of this act, 
the persons named in the first section of this act shall 
have the direction and management of the said corp'ora- 
tion. 

Sec. 3. It shall and may be lawful for the said cor- 
poration to insure their respective lives, and to make all 
and every insurance appertaining to or connected with life 
risks of whatever kind or nature, as well of the sound in 
health, as the infirm or invalid. 

Sec. 4. It shall be lawful for any married woman, by 
herself and in her name, or in the name of any third per- 
son, with his assent, as her trustee, to cause to be insured 
for her sole use, the life of her husband for any definite 
period or for the term of his natural life; and in case of 
her surviving her husband, the sum or net amount of the 
insurance becoming due and payable by the terms of the 
insurance, shall be payable to her, to and for her own use, 
free from the claims of the representatives of her husband, 
or of any of his creditors; but such exemption shall not 
apply when the amount of premium annually paid shall 
exceed three hundred dollars. 

Sec. 5. In case of the death of the wife, before the 
decease of the husband, the amount of the insurance may 
be made payable after death to her children, for their use, 
and to their guardian, if under age. 



Mutual Benefit Life Insurance Company. 207 

Sec. 6. It shall and may be lawful for the officers of 
said corporation to take the notes or obligations of the 
members for the amount, either in part or the whole, of 
the premium of insurance, in proportion to the amount 
insured. 

Sec. 7. The directors for the time being, or a major- 
ity of them, shall have power to make and prescribe such 
by-laws, rules, and regulations, as to them shall appear 
needful and proper, for the management and disposition 
of the stock, property, estate, and effects of the said cor- 
poration, and for all such matters as appertain to the busi- 
ness thereof; and shall have power to appoint an actuar5^ 
from among themselves, and such other additional offi- 
cers, clerks and servants, for carrying on the business of 
said corporation, as they may select, with such allowances 
as to them shall appear just and satisfactory; provided, 
that such by-laws, rules and regulations shall not be 
repugnant to the constitution or laws of the United 
States, or of this State. 

Sec. 8. At the first meeting of the directors held 
after the organization of this company, and at every 
annual meeting of the members in each year after, the 
directors shall choose, from among themselves, one per- 
son for president, who shall continue in office until the 
next annual meeting, and until another shall be appointed 
in his place. 

Sec. 9. All policies of insurance which shall be made 
by the said corporation, in pursuance of this act, shall be 
made on such terms and conditions, and for such periods 
of time, and confined to such persons as shall be from 
time to time ordered and prescribed by the by-laws, rules 
and regulations of said corporation; and if at any time 
it shall so happen that there shall be .just claims on the 
corporation for losses sustained to a greater amount than 
they have funds on hand to discharge, in such cases the 
directors for thetime being shall, with all convenient 
expedition, proceed to assess such deficiency, in a ratable 
proportion, on the members of the association or their 
lawful representatives, according to the amount of each 



208 Mutual Benefit Life Insurance Company. 

member's insurance; provided, that such assessment shall 
not exceed the amount of the note or obligation given by- 
each member, which rates or assessment shall be approved 
of by a majority of the directors, and notice in writing 
shall be given to each member or his lawful representa- 
tive of the assessment and amount by him, her or them 
required to be paid, and each and every member or his 
lawful representative, so notified, shall pay the same to 
the treasurer for the time being within sixty days after 
such notification, and in default thereof shall forfeit all 
right and claim to any policy that he may have obtained, 
and be no longer a member of the association; and shall 
also be liable for the amount of such assessment, with 
interest, to be recovered by action of debt, with costs of 
suit, before any court of competent jurisdiction. 

Sec. id. Three or more of the directors shall have 
power to call a meeting of the directors, by giving notice 
in one or more newspapers, published or circulating in 
the county of Essex, at least ten days before said meeting. 

Sec. II. No part of the funds of said corporation 
shall be used for banking purposes. 

Sec. 12. It shall be lawful for the legislature, at any 
time hereafter, to alter, amend, modify, or repeal this act; 
and that this act shall continue in operation twenty years, 
and no longer. 

Passed January 30, 1845. 

Approved January 31, 1845. 

Charles C. Stratton. 

I, Charles G. McChesney, secretary of State of the State 
of New Jersey, do hereby certify that the foregoing is a true 
copy of an act passed by the legislature of said State, and 
approved by the governor on the 31st day of Januarj\ 
A. D. 1845, as taken from and compared with the orig- 
inal, now on file in my ofiice. In testimony whereof, I 
have hereunto set my hand and affixed my seal of office 
at Trenton, in said State, this first daj' of February, 
A. D. one thousand eight hundred and forty -five. 

Charles G. McChesney, 

Secretary of State. 



Mutual Benefit Life Insurance Company. 209 

A supplement to the act entitled ' 'An act to incorporate 
The Mutual Benefit Life Insurance Company, ' ' passed 
January thirtieth, eighteen hundred and forty-five. 

1. Be it enacted by the Senate and General Assembly 
of the State of New Jerse}^ That the twelfth section of 
the act to which this is a supplement, be and the same is 
hereby repealed. 

2. And be it enacted. That it shall be lawful for the 
legislature, at any time hereafter, to alter, amend, modify, 
or repeal the act to which this a supplement. 

3. And be it enacted, That this act shall take effect 
immediately. 

Approved January 27, 1848. 

I, Charles G. McChesney, secretary of State of the 
State of New Jersey, do hereby certify that the foregoing 
is a true copy of an act passed by the legislature of said 
State, and approved by the governor January 27, 1848, as 
taken from and compared with the original, on file in my 
office. In testimony whereof, I have hereunto set my 
hand and affixed my seal of office at Trenton, this seven- 
teenth day of March, A. D. one thousand eight hundred 
and forty-eight. Chari^es G. McChesney, 

Secretary of State. 

BY-IvAWS. 



ANNUAL ELECTION AND MEETING. 

Section i. The annual meeting of the company for 
fhe election of directors and the transaction of business 
shall be held at the office of the company, in Newark, 
N. J., on the third Monday in January, in every year, of 
which public notice shall be given by the secretary, for 
two weeks, by advertising in a newspaper published in 
Newark. 

Sec. 2. Two members of 'the company shall be appointed 
by the board of directors as inspectors, whose duty it shall 
be honestly and fairly to conduct such election ; and who 
shall furnish a certificate over their signatures of the 
result, to be filed and recorded by the secretary of the 



210 Mutual Benefit Life Insurance Company. 

company. The poll shall be opened at ii o'clock a. m., 
and be closed at i o'clock p. m. 

Sec. 3. At the annual election for directors each 
member of the company shall be entitled to one vote 
when the insurance is for a sum not exceeding $2,000; 
over $2,000 and up to $5,000 to two votes; over $5,000 
to three votes. 

DIRECTORS, VACANCIES, ETC. 

Sec. 4. No person shall be eligible as a director 
unless he shall be at the time insured in or hold a policy 
of insurance with the company; nor shall he be eligible 
if a director in any other life insurance company. 

Sec. 5. In case a vacancy occurs in the board it may 
be filled by the remaining directors until the next annual 
meeting, five days notice being given of the meeting and 
intention to fill such vacancy. 

ELECTION AND APPOINTMENT OF OFFICERS. 

Sec. 6. The first meeting of the directors after the 
annual meeting of the company shall be held at i o'clock 
p. m. on the day of such annual meeting, when they shall 
elect from among themselves, by ballot, a president and 
vice-president. They may also appoint a treasurer, a 
secretary and such other ofiicers as may have been desig- 
nated by the board, and whose duties are herein defined. 
The officers elected and appointed shall continue in office 
until the next annual meeting, or until others are ap- 
pointed in their place. All officers are subject to removal 
at the pleasure of a majority of the board of directors. 

meetings. 

Sec. 7. The directors shall hold regular meetings on 
the second Wednesday ot each month. Special meetings 
may be called by the president, or in his absence by the 
vice-president, five days' written notice being given to 
each member of the board. Three members of the board 
may call a special meeting by giving five daj's' written 
notice of such meeting to each member of the board. 
Seven directors shall constitute a quorum for the transac- 
tion of business, but a less number may adjourn from 
time to time until a quorum appears. 



Mutual Benefit Life Insurance Company. 311 

Sec. 8. In the meetings of the board the order of 
business shall be: i. Reading of minutes of last meeting; 
2. Reading minutes of the finance committee; 3. Reports 
of special committees; 4. Unfinished business; 5. Miscel- 
laneous business — unless otherwise ordered by the board. 

STANDING COMMITTEE. 

Sec. 9. At the first meeting of the directors after the 
annual meeting of the company the board shall elect, by 
ballot, a finance committee, to consist of six members 
and the president and vice-president ex-ofl&cio. This 
committee shall hold stated meetings on Wednesday of 
each week except the second Wednesday of each month, 
when it shall meet with the board. The president shall 
preside at all meetings of the finance committee. The 
secretary of the company shall act as secretary of the 
committee and keep minutes of its meetings and pro- 
ceedings. These minutes shall be read to the board, for 
its information, at every regular meeting. Special meet- 
ings of the committee may be called by the president, 
one day's notice of the time and place of meeting being 
given to the members. 

Sec. 10. It shall be the duty of the finance committee 
to invest the funds of the company, to sell, transfer, 
change the same, and re-invest them in bonds and mort- 
gages on unincumbered real estate, the real value of 
which shall, in every case, be at least twice the amount 
loaned thereon, or in stocks or other securities of the 
United States, in stocks of any of the States of the Union 
in good credit or in the bonds of the cities or counties of 
said States, or in railroad or other mortgage bonds. 
Loans may also be made on notes or money bonds, with 
United States bonds with a continuous margin of at least 
10 per cent over their market value, or with dividend- 
paying stocks or bonds salable at brokers' board, with a 
continuous margin of at least 20 per cent over 
their market value as collateral. They shall 
annually appoint one of their number as surveyor, 
whose duty it shall be in all cases of application for loans 
on real estate in New Jersey to examine personally, with 



212 Mutual Benefit Life Insurance Company. 

at least one other member of the committee, the property 
on which the proposed loan is based and report in writing 
to the committee the valuation of the same, with the 
grounds upon which said valuation is founded; which 
report shall be duly filed. He shall also examine and 
indorse, with his approval or disapproval, all applications 
for loans on real estate in other States. The finance com- 
mittee shall recommend, in all cases not provided for by 
the board, the salaries to be paid the ofiicersand employes 
of the company, subject to the approval oi the board of 
directors. They shall also examine and report to the 
board on the, expenses of thecompany, whenever required. 
It shall be their duty carefull}' to examine all the assets 
of the company, and report thereon to the board of direc- 
tors previous to the declaration of any dividend. 

Sec. II. No check shall be drawn, except for salaries 
and current expenses, or in pursuance of a contract, with- 
out the authority of the board or finance committee; all 
checks shall be drawn to the order of the party to whom 
the i^ayment is due, and be signed by the president and 
countersigned by the treasurer. In the absence of the 
president the checks shall be signed by the vice-president, 
and in the absence of the treasurer the checks shall be 
souutersigned by the assistant treasurer. 

DUTIES OF THE PRESIDENT. 

Sec. 12. The president, acting under the advice and 
direction of the board and standing committee, shall have 
the general superintendence of the business of the com- 
pany. He shall preside at all meetings of the board and 
committee. He shall sign all policies, checks and such 
other papers, contracts and agreements as shall be author- 
ized by the board. He shall have exclusive charge of 
the corporate seal of the company, and shall have power 
to afiix the same to all contracts, to certificates acknowl- 
edging satisfaction of mortgages, to releases of mortgaged 
premises when authorized by the finance^ committee, to 
powers of attorney for the transfer of stocks, bonds, etc. , 
to pleadings in actions at law, and to the appointments 
of attorneys for other States when required by the laws 



Mutual Benefit Life Insurance Company. 213 

thereof. All reports required from the other officers 
shall be made to him. He shall, at meetings of the board, 
lay before it all information connected with the interests 
and business of the company, and, from time to time, 
make such suggestions and recommendations as he may 
deem necessary. An annual report shall be prepared and 
presented by him to the directors. 

DUTIES OP THE VICE-PRESIDENT. 

Sec. 13. It shall be the duty of the vice-president, in 
case of the disability or absence of the president, to per- 
form the duties required of the president and such other 
duties as may from time to time be assigned him by the 
board. He shall specially supervise the insurance agen- 
cies of the company, to the end that they may efficiently 
and faithfully perform the duties of their appointments. 
He shall see that their reports are properly made and 
their accounts adjusted. He shall advise as to their 
appointment, and in connection with the president, treas- 
urer and mathematician, shall make such reasonable con- 
tracts for their services as may by him and them be 
deemed advisable. He shall also attend to the company's 
advertising, expending therefor no more than shall be 
appropriated by the board. 

DUTIES OF THE SECRETARY. 

Sec. 14. The secretary shall keep the minutes of the 
board, and also of the committee, in books to be kept 
for that purpose. He shall keep all the necessary books 
of the company. He shall file and preserve all papers. 
He shall countersign all policies and such other docu- 
ments as shall be ordered by the board. At the end of 
each year, or oftener if required, he shall tumish a state- 
ment of the affairs of the company, and give a transcript 
of the books of the company whenever called for by the 
directors, and attend the meetings of the committee, and 
perform such other duties as may be assigned him by the 
board. 

DUTIES OF THE TREASURER. 

Sec. 15. The treasurer shall have charge of all moneys, 
certificates of stock, bonds, premium notes, bonds and 



214 Mutual Benefit Life Insurance Company. 

mortgages, and other evidences of debt belonging to the 
company. He shall deposit the cash funds of the com- 
pany in such bank or banks as the finance committee 
shall direct, to the credit of the company. He shall col- 
lect all coupons, the interest on bonds, on bonds and 
mortgages, and also on investments of every character 
held by the company. No moneys shall be paid by him 
except for salaries and current expenses, or in pursuance 
of a contract, without the authority of the board or finance 
committee. He shall keep a cash book, in which shall 
be kept an account of the daily receipts and disbursements 
of cash, which shall be balanced daily and show at one 
view the exact state of the cash account and what amount 
is in the bank, or otherwise. He shall keep a tickler of 
the interest accruing on the bonds and mortgages and 
stocks held by the company, in which the payments of 
interest due and to become due shall be entered; and 
when paid the same shall be marked off, and when not 
paid they shall be collected according to the rules of the 
company. He shall also keep a record of all policies of 
fire insurance held by the company, showing the date 
when they expire; all of the above books to be open to 
the inspection of the officers and directors. He shall also 
keep a record or register of property on which loans are 
made, specifying the number of the mortgage, name of 
the mortgagor, the date, where and when recorded, 
amount, valuation, amount of insurance, location and 
description of the land and buildings, with a margin for 
remarks; and he shall perform such other appropriate 
duties as may be required of him by the board or its 
standing committee. 

COUNSEL OF THE COMPANY. 
Sec. 1 6. It shall be the duty of the counsel of the 
company to afford and communicate to the officers and 
directors, in writing or otherwise, when needed, such 
counsel, legal advice and information as may be requisite 
to guide them respectively in a safe and correct discharge 
of their duties. He shall have general charge of all suits 
brought by or against the company. And he shall guard 



Mutual Benefit Life Insurance Company. 215 

the company, by his advice and counsel, against the 
allowance of any illegal or unjust claim against it ; and 
shall perform such other duties as shall be required of 
him by the directors of the company. 

ATTORNEY OF THE COMPANY. 

Sec. 17. He shall examine and decide on the validity 
of all titles to real estate oflfered as security for loans 
made by or for the forbearance of money due the com- 
pany, and if title be approved shall report the results of 
his examinations and his decisions to the treasurer, such 
reports to be accompanied by full and satisfactory 
abstracts of title, and also by notes, bonds and mort- 
gages, or trust deeds, in proper legal form, and duly exe- 
cuted with such collateral security as may be required; 
and no money shall be paid on any loan until all the 
above requirements are complied with, and all mortgages 
and trust deeds shall be shown by the abstracts to be 
first liens and incumbrances of record upon the property 
pledged as security for loans. Whenever required he 
shall examine the records for unpaid taxes and assess- 
ments on property mortgaged to the company. He shall 
attend to the collection of all moneys and the foreclosure 
of all mortgages ordered to be foreclosed. He shall 
examine and report as to the sufficiency of the searches 
and the correctness of the title in each case of release of 
part of the security covered by any mortgage held by 
the company when such release has been approved by 
the finance committee. He shall take such charge of all 
suits brought by or against the company as the counsel 
of the company shall from time to time direct, and shall 
perform such other duties as shall be required of him by 
the counsel or by the company. 

AUDITOR. 

Sec. 18. The board shall annually appoint an auditor 
or auditors, whose duty it shall be to cause monthly and 
quarterly statements of the company's receipts and dis- 
bursements and also its assets as exhibited by its books 
and accounts to be prepared, and after the same have 



21G Mutual Benefit Life Insurance Company. 

been examined by liim or them to report the same, duly 
certified, to the directors. 

MATHEMATICIAN. 

Sec. 19. There shall be a mathematician of the com- 
pany, who shall be appointed by, and shall hold his office 
during the pleasure of the board. It shall be his duty 
to make all necessary computations relating to premium 
rates, dividends, reserves and surrender values, upon 
principles recognized and approved by the board. He 
shall from time to time make a full analysis of the com- 
pany's mortuary experience, and shall present the results 
in such form as may seem best adapted to throw light 
upon the death rate amongst insured lives. He shall, at 
the close of each year, prepare a report to the board, show- 
ing in detail the company's assets, liabilities and surplus, 
and shall preserve such a uniform record as shall truly 
exhibit the growth and condition of the company from 
year to year. He shall collect useful data, books, docu- 
ments, tables and official records relating to the 
business of life insurance, and perform such other duties 
as may be imposed upon him by resolution of the board. 

AGENTS. 

Sec. 20. Agents shall be appointed and removed by 
the president. They shall comply with the rules and 
regulations of the company, or orders of the board, and 
shall make returns of their transactions and deposit their 
moneys in accordance with its instructions. In every 
case where an agent shall neglect to forward his state- 
ment of receipts for the preceding month, or fail to make 
his proper returns, or to return policies or receipts not 
delivered or paid in accordance with the rules of the com- 
pany, the vice-president shall report the same to the pres- 
ident, who shall take immediate action thereon and with- 
draw such agency unless good cause is shown to the con- 
trary . 

MEDICAL BOARD. 

Sec. 21. There shall be appointed by the directors a 
medical board to consist of two or more members, to whom 



Mutual Benefit Life Insurance Company. 217 

applications for insurance sTiall be submitted for their 
examination and advice. They shall return daily to the 
president all such applications submitted to them, 
indorsed with their approval, or with a statement in 
writing of their reasons for disapproving, limiting or 
delaying decision upon the same. They shall adopt, 
under the direction ot the board of directors, as far as 
possible, written rules for their government in advising 
upon the applications that may be submitted to them. 
They shall meet daily in consultation and shall keep such 
daily record of their proceedings and business as shall be 
available for reference or information on the part of 
officers and directors. They shall nominate and remove 
referees and examiners subject to the approval of the 
president. They shall make a mortuary report at the 
end of each year of the losses of the company, classifying 
the diseases of which they died. They shall inform 
themselves, as far as practicable, of all matters pertaining 
to vital statistics in this and other countries; and shall 
recommend, whenever they may deem it necessary, such 
changes in reference to medical examinations or any other 
matter connected with their department, as may be sug- 
gested by their combined experience and information. 
No policy shall be written on an application not approved 
by the medical board without the joint concurrence of at 
least three of the officers of the company. The chairman 
of the board shall pass upon all losses, so far as the med- 
ical proofs are concerned, and when not satisfactory, state 
in writing what is required. 

BUREAU OF LOSSES. 

Skc. 22. The chairman of the medical board and the 
counsel of the company shall form a bureau, whose duty 
it shall be carefully to examine the proofs of death and 
claims for losses presented to the company. Whenever 
questions arise as to the sufficiency, medical or otherwise, 
of proofs of death, or claims for losses, they shall investi- 
gate and examine the same and make proper recommend- 
ation to the board. 



218 Mutual Benefit Life Insurance Company. 

MISCELLANEOUS. 

Sec. 23. During the month of July, in each and every 
year, the assets of the company shall be examined by a 
special committee, whose report shall be placed on the 
minutes. 

Sec. 24. The annual statement of the business and 
affairs of the company shall be prepared by the officers, 
and presented by the president to the directors at their 
meeting in January. 

Sec. 25. No officer or director shall receive any com- 
pensation for procuring any loan from the company; nor 
shall any director vote on any loan in which he is per- 
sonally interested. 

Sec. 26. No risk shall be taken on a single life for 
more than $25,000. The surplus of the company may 
be distributed from time to time as the board may direct. 

Sec. 27. All claims for insurance shall be paid after 
satisfactory evidence of the death of the party and of his 
due observance of the contract is presented, examined 
and approved; and they shall then be reported to the board. 

ALTERATION OF BY-LAWS. 

Sec. 28. These by-laws may be altered or amended at a 
meeting by any vote of three-fourths of the directors, and not 
otherwise, unless thirty days' notice shall have been given 
to the board in writing with a distinct statement of what is 
proposed; and in such cases it shall be the duty of the 
secretary to give written notice of the proposed alteration 
to each member of the board at least five days previous 
to the meeting at which it is to be acted upon, and no 
alteration shall be made unless approved by seven or more 
members of the board, to be ascertained by yeas and 
nays. 

[As revised January, 1894.] 



Mutual Life Insurance Company of New York. 219 



CHARTER AND BY-LAWS OF THE MUTUAI, 
WFE INSURANCE COMPANY OF 

NEW YORK. 

• 

An Act to incorporate the Mutual Life Insurance Com- 
pany of New York, passed April 12, 1842, by a two- 
thirds vote. 

The People of the State of New York, represented in 
senate and assembly, do enact as follows: 

Section i. William H. Aspinwall, John W. Leavitt, 
James S. Wadsworth, Gouveneur M. Wilkins, Thomas 
.W. Olcott, Joseph Blunt, John C. Cruger, David C. Col- 
dern, Robert B. Minturn, Rufus L. Lord, Henry Bre- 
voort, Stacy B. Collins, James Boorman, William Moore, 
Zebedee Cook, Jr., Fitz-Green Halleck, T. Romeyn 
Beck, Gideon Hawley, James Brown, Elihu Townsend, 
Philip S. Van Renesselaer, John V. L. Pruyn, Charles 
L. Livingston, Jacob P. Giraud, Alfred Pell, Jacob 
Harvey, Mortimer Livingston, Arthur Bronson, Theo- 
dore Sedgwick, Robert C. Cornell, James Campbell, 
Morris Robinson, Jonathan Miller, John A. King, Rich- 
ard V. DeWitt, James J. Ring, and all other persons who 
may hereafter associate with them in the manner herein- 
after prescribed, shall be a body politic and corporate, 
by the name of ' 'The Mutual Life Insurance Company of 
New York." 

Sec. 2. In addition to the general powers and privi- 
leges of a corporation, as the same are declared by the 
third title of the eighteenth chapter of the first part of the 
revised statutes, the corporation hereby created shall have 
the power to insure their respective lives, and to make 
all and every insurance appertaining to or connected with 
life risks, and to grant and purchase annuities. The real 



220 Mutual Life Insurance Company of New York. 

estate which it shall be lawful for the said corporation to 
purchase, hold and convey shall be: 

1. Such as shall be requisite for its immediate accom- 
modation in the convenient transaction of its business; or 

2. Such as shall have been mortgaged to it in good 
faith by way of security for loans previously contracted, 
or for moneys due; or 

3. Such as shall have been conveyed to it in satisfac- 
tion of debts previously contra»ted in the course of its 
dealings; or 

4. Such as shall have been purchased at sales upon 
judgments, decrees or mortgages obtained or made for 
such debts. 

The said corporation shall not purchase, hold or con- 
vey real estate in any other case, or for any other pur- 
pose; and all such real estate as shall not be necessary for 
the accommodation of the said company in the conveni- 
ent transaction of its business, shall be sold and disposed 
of within six years after the said company shall have 
acquired title to the same; and it shall not be lawful for 
the said company to hold such real estate for a longer 
period than that above mentioned. 

Sec. 3. All persons who shall hereafter insure with the 
said corporation, and also their heirs, executors, admin- 
istrators and assigns, continuing to be insured in said 
corporation, as hereinafter provided, shall thereby become 
members thereof during the period they shall remain 
insured by said corporation and no longer. 

Sec. 4. All the corporate powers of the said company 
shall be exercised by a board of trustees, and such officers 
and agents as they may appoint. The board of trustees 
shall consist of thirty-six persons, all of whom must be 
citizens of this State. They shall elect a president annu- 
ally, who shall be a member of this corporation, and they 
shall have power to declare by bj^-law what number of 
trustees less than a majority of the whole, but not less 
than seven, shall be a quorum for the transaction of 
business. 



Mutual Life Insurance Company of New York. 221 

Sec. 5. The persons named in the first section of this 
act shall constitute the first board of trustees. 

Sec. 6. The trustees shall, at their first meeting, 
divide themselves by lot into four classes of nine each. 
The term of the first class shall expire at the end of one 
year; the term of the second class shall expire at the end 
of two years; the term of the third class shall expire at the 
end of three years; the term of the fourth class shall 
expire at the end of four years, and so on successively 
each and every year. The seats of these classes shall be 
supplied by the members of this corporation, a plurality 
of votes constituting a choice; but an insurance of at least 
one thousand dollars in amount shall be necessary to 
entitle any member to vote. This section shall not be 
construed to prevent a trustee going out from being 
eligible to a re-election. The board of trustees may fill 
any vacancies in their number occasioned by death, 
resignation, or removal from the State. The election for 
trustees shall be held on the first Monday of June in each 
year, at such place in the city of New York as the board 
of trustees shall designate, of which they shall give at 
least fourteen days' previous notice in two of the public 
newspapers printed in the said city; and the board of 
trustees shall at the same time appoint three of the mem- 
bers of the said corporation inspectors to preside at such 
election; and if any of the said inspectors decline or fail to 
attend, the trustees may appoint others to fill such vacan- 
cies. 

Sec. 7. Every person who shall become a member of this 
corporation by effecting insurance therein shall, the first 
time he effects insurance, and before he receives his pol- 
icy, pay the rates that shall be fixed upon and determined 
by the trustees; and no premium so paid shall ever be 
withdrawn from said company, except as hereinafter pro- 
vided, but shall be liable for all the losses and expenses 
incurred by this company during the continuance of its 
charter. 

Sec. 8. The trustees may determine the rates of insur- 
ance and the sum to be insured. 



222 Mutual Life Insurance Company of New York. 

Sec. g. It shall be lawful for the said corporation to 
invest the said premiums in the securities designated in 
the two following sections, and to sell, transfer and 
change the same, and reinvest the funds of said corpora- 
tion when the trustees shall deem expedient. 

Sec. id. The \thole of the premium received for insur- 
ance by said corporation, except as provided for in the 
following sections, shall be invested in bonds and mort- 
gages on unincumbered real estate within the State of 
New York; the real property to secure such investment 
of capital shall, in every case, be worth twice the amount 
loaned thereon. 

Sec. II. The trustees shall have power to invest a 
certain portion of the premiums received, not to exceed 
one-half thereof, in public stocks of the United States, 
or of this State, or of any incorporated city within this 
State. 

Sec. 12. Suits at law may be maintained by said cor- 
poration against any of its members for any cause relat- 
ing to the business of said corporation; also suits at law 
may be prosecuted and maintained by any member 
against said corporation for losses by death if payment is 
withheld more than three months after the company is 
duly notified of such losses; and no member of the cor- 
poration shall be debarred his testimony as witness in any 
such cause on account of his being a member of said cdm- 
pany; and no member of the corporat'on, not being in his 
individual capacity a party to such suit, .shall be incom- 
petent as a witness in any such cause on account of his 
being a member of said company. 

Sec. 13. The officers of said company, at the expira- 
tion of five years from the time that the first policy shall 
have been issued and bear date, and vi^ithin sixty days 
thereafter, and during the first sixty days of every subse- 
quent period of five years, shall cause a balance to be 
struck of the affairs of the company, and shall credit each 
member with an equitable share of the profits of the said 
company. And in case of the death of the party whose 
life is insured, the amount standing to his credit at the 



Mutual LrpE Insurance Company of New York. 223 

last preceding striking of balance, as aforesaid, shall be 
paid over to the person entitled to receive the same; and 
the proportion which shall be found to belong to him at 
the next striking of balance shall be paid when the same 
shall be ascertained and declared. Any member of the 
company who would be entitled to share in the profits 
who shall have omitted to pay any premium, or any peri- 
odical payment due from him to the company, may be 
prohibited by the trustees from sharing in the profits of 
the company; and all such previous payments made by 
him shall go to the benefit of the company. Nomeinber, 
except oflEcers and agents thereof, shall be personally lia- 
ble for the losses of the company; and such ofl&cers and 
agents severally shall only be liable for the losses arising 
by reason of their own respective neglect or misconduct. 
Sec. 14. On some day in the first thirty days after the 
expiration of the first five years from the time when the 
said company shall issue their first policy, and within the 
first thirty days of every subsequent five years, the 
ofiicers of the said company shall cause to be made a 
general balance statement of the affairs of the said com- 
pany which shall be entered in a book prepared for that 
purpose, which shall be subject to the examination of 
any member of the company during the usual hours of 
business, for the term of thirty days thereafter. Such 
statement shall contain: 

1 . The amount of premiums received during the said 
period. 

2. The amount of expenses of the said company during 
the said period. 

3. The amount of losses incurred during the same 
period. 

4. The balance remaining with the said company. 

5. The nature of the security on which the same is 
invested or loaned, and the amount of cash on hand. 

The said company shall also make and transmit to the 
comptroller of the State, on the first day of January in 
each year, a full statement of its affairs in the same 
manner as moneyed corporations are required to do under 



224 Mutual Life Insurance Company of New York. 

the second title ot the eighteenth chapter of the first part 
of the revised statutes. The books of the company shall 
be open to the examination of any member thereof during 
the usual hours of business, in the same manner as the 
books of moneyed corporations are required by the revised 
statutes to be kept open for , the inspection of the stock- 
holders thereof. 

Sec. 15. The sections of the revised statutes, from 
nineteen to twenty-five, both inclusive, of the first article 
of the second title of the eighteenth chapter of the first 
part, shall not be applicable to the corporation hereby 
created.* 

Sec. 16. The operations and business of the corpora- 
tion shall be carried on at such place in the city of New 
York as the trustees shall direct. 

Sec. 17. No policy shall be issued by said company 
until application shall be made for insurance in the 
aggregate for five jiiundred thousand dollars at least, and 
the trustees shall have the right to purchase, for the ben- 
efit of the company, all policies of insurance or other 
obligations issued by the company. 

Sec. 18. The legislature may at any time alter or 
repeal this act. 

Sec. 19. This act shall take effect immediately. 

*Sec. 19. It shall be the duty of every moneyed corporation 
hereafter created, on the first day of January after its incorpora- 
tion, and annually on the same da3' thereafter, to make out and 
transmit to the comptroller, in the form prescribed by him, a full 
statement of its afifairs, verified by the oaths of its president and 
cashier, or treasurer or secretary. 

Sec. 20. Each statement so transmitted shall contain: 

1. The amount of the capital stock of the corporation, paid 
in, or invested according to the provisions of its charter, and the 
amount of such stock as then possessed; 

2. The value of the real estate of the corporation, specifying 
what portion thereof is occupied by the companj' as necessary to 
the transaction of its business; 

3. The shares of stock held by such corporation, whether 
absolutely or as collateral security, specifying each kind and 
description of stock, and the number and value of the shares of 
each; 



Mutual Life Insurance Company of New York. 225 

(Amendment of 1862.) 
An Act in relation to the dividends of the Mutual L,ife 
Insurance Company of New York, passed April 2, 
1862, three-fifths being present. 

The People of the State of New York, represented in 
senate and assembly, do enact as follows: 

Section i. The Mutual Life Insurance Company of 
New York may appropriate its dividends either to the 
purchase of additional insurance payable with the policy, 
or, at the option of the insured, in reduction of, or 
toward the annual payment of premiums on policies; 
such dividends may be declared every five years or 
oftener, at the option of the said company, provided that 
said company shall not make such appropriation in 
reduction of any annual premium without the consent 
first had and obtained of the superintendent of the insur- 
ance department, after each dividend, as to all persons 
entitled to such dividend. 

Sec. 2. This act shall take effect immediately. 

BY-LAWS. 



I . Pursuant to the charter of the company, the annual 
election for one class of trustees, nine in number, to hold 

4. The debts owing to the corporation, specifying such as are 
owing from other moneyed corporations, the names of such corpor- 
ations and the amount due from each; and also specifying the 
amount secured by bond and mortgage or judgment, the amount 
which, according to the provisions of this article, ought to be 
included in the computation of losses, and the total amount of 
such debts then collectible; 

5. The amount of debts owing by the corporation, specifying 
such as are payable on demand, and such as are due to other 
moneyed corporations, the names of such corporations, and the 
amount due to each; 

6. The amount of the claims against the corporation, not 
acknowledged by it as debts; 

7. The amount for which the corporation is bound as surety, 
or for which it may become liable on the happening of contingent 
events, whether upon policies of insurance or otherwise; and 



226 Mutual Life Insurance Company of New York. 

office for four years, shall be held at the office of the com- 
pany, in the city of New York, on the first Monday of 
June in each year, at noon of that day. The poll shall 
continue open for two hours, and as much longer as may 
be necessary to receive the votes of the corporators who 
may be in attendance. At any annual election every per- 
son then insured in this company to the amount of one 
thousand dollars shall be entitled, either in person or by 
proxy, to cast one vote for a person to fill each seat in the 
retiring class of the board of trustees, or to fill a 
vacancy. 

2. Three inspectors of the election shall be annually 
appointed by the board, at the regular meeting of the 
trustees next previous to the election, and also three sub- 
stitutes, to act in the order in which they may be named, 
in case any of the said inspectors fail to attend. Before 
opening the poll, the inspectors shall take the oath 
required by law; and immediately after closing the poll, 
they shall openly canvass the votes received by them, 
and duly certify the result in writing and deliver such 
certificate to the president. If said stated meeting shall 
fail to take place, the president shall call a special meet- 
ing for the purpose aforesaid. Said special meeting shall 
be held at least sixteen days previous to the holding of 
said election. 

8. If the statement be from a corporation having banking 
powers, the amount of its notes or bills then in circulation, of its 
loans and discounts, and of specie on hand. 

Sec 21. Each statement subsequent to the first so transmitted 
shall also contain, 

1. The amount of the losses of the corporation charged, speci- 
fying whether charged on its capital or profits, since its last pre- 
ceding statement, and of its dividends declared and made during 
the same period; 

2. The average amount for each month, during the preceding 
year, of the debts due to and from the corporation; and, 

3. If the statement be from a corporation having banking pow- 
ers, the amount, on the first day of July of the same year, of its 
notes or bills in circulation, of its loans and discounts, and of its 
specie on hand. 

Sec. 22. Every corporation that shall neglect to make out and 
transmit the statement required for one month beyond the period 



Mutual Life Insurance Companv of New York. 227 

3. The annual meeting of the trustees shall be 
held on the Wednesday following the first Monday of 
June, for the election of a president and standing com- 
mittees. 

4. Quarterly meetings of the trustees shall be held in 
January, April, July and October, on any Wednesday at 
the option of the president, after the second Wednesday 
of the month, and a report shall be made to them by the 
president of the concerns and business of the company 
during the previous quarter, stating particularly the con- 
tracts that have been made, the sums of money that have 
been received, and on what account, the manner in which 
the same shall have been invested or paid, and the 
amount remaining on hand, and the amounts that should 
have been received during said quarter; and a general 
balance-sheet exhibiting a full statement of the funds, 
investments, payments and liabilities. 

5. At the quarterly meeting held in January the presi- 
dent shall present a statement of the affairs and condition 
of the company on the preceding 31st day of December, 
showing the receipts and disbursements for the past fiscal 
year, the liabilities from all sources and the net and gross 
assets, together with such other details as the board may 
from time to time require. 

when by law it ought to be made, may be proceeded against and 
dissolved as an insolvent corporation. 

Sec 23. It shall be the duty of the comptroller to enter every 
such statement received by him in a book to be provided by him 
for that purpose, and w^hich shall at all times during ofiBce hours 
be open to public inspection. 

Sec 24. If it shall appear to the comptroller from any state- 
ments received by him that the provisions of its charter, or of this 
title, have been violated by any corporation, or that there is rea- 
son to apprehend that any corporation is or will become insolvent 
it shall be his duty to report the facts, together with his opinion 
thereon, without delay, to the legislature. 

Sec 25. It shall be the duty of the comptroller to prepare 
forma of the statements above prescribed and to transmit a copy 
thereof, together with such instructions as he may deem neces- 
sary, to every corporation which is or shall be bound to furnish 
such statements under the provisions of this title. 



228 Mutual Life Insurance Company of New York. 

6. Stated meetings of the trvistees shall also beheld on 
the fourth Wednesday of the intervening months, except 
June, August and September, unless the board shall 
otherwise direct. 

7. The president maj- call a special meeting of the 
trustees in his discretion; he shall also call a special meet- 
ing whenever three of the trustees shall request him in 
writing to do so; all special and stated meetings shall be 
called by a written or printed notice to each trustee; but 
no business shall be taken up or considered at a special 
meeting except that referred to in said notice, unless with 
the consent of nineteen members of the board. 

8. At the regular meeting of the board immediately 
preceding the annual election of trustees, the president 
shall lay before it the names of those whose terms of serv- 
ice will expire, and information of such vacancies as may 
exist in that or any other class, in order that nominations 
may be made of such persons as may be thought best 
fitted to promote the interests of the company. 

9. Vacancies in the board of trustees may be filled at 
any subsequent meeting after such vacancy is declared, 
and at a meeting subsequent to that at which the nomi- 
nation of a person to fill such vacancy is made. Notice of 
such election shall be inserted in the call issued to the 
trustees for the meeting. 

10. A majority of the trustees shall constitute a quorum 
for the transaction of business. 

11. The president shall, if present, preside at all meet- 
ings of the trustees; heshall be ex-ofiicio member and chair- 
man of all standing committees and may preside at the 
meetings thereof, except the auditing committee and com- 
mittee on expenditures, which latter committees shall 
choose their own chairman; he shall also attend the meeting 
of any special committee when requested by the chairman. 
The president shall also have the general direction and 
superintendence of the affairs and of the officers of the 
company, and shall establish rules and regulations for the 
conduct of the business of the company and for the direc- 
tion of its officers. He may suspend or remove any agent 



Mutual Life Insurance Company of New York. 229 

or general agent at pleasure ; and in all cases in which 
the duties of the subordinate ofl&cers, employes, and 
agents of the company are not specially prescribed by its 
by-laws, or by a resolution of the board, they shall obey 
the orders and instructions of the president. 

12. The care and custody of all cash, stocks, bonds and 
securities belonging to the company, as well as those 
deposited with the company for collateral security for 
loans, shall be vested in the president, treasurer and 
cashier, who shall have power to designate two discreet 
persons, each of whom shall be entrusted with one of the 
keys or one of the combinations of the two locks upon 
each safe containing negotiable securities, neither of 
which shall be opened except in the presence of two of 
the ofl&cers named above. 

13. In all transactions with the treasury department of 
the United States the president, vice-president and treas- 
urer, each or any of them, is hereby authorized to receive 
and give receipts for all money due and payable to this 
company, and to indorse checks and drafts in its name 
and on its behalf, and full discharge for the same to give. 

14. No moneys can be withdrawn from any bank or any 
other custodian of the funds of the company, in the ofi&ce 
or elsewhere, except for the use of the company, and upon 
the signature of the president or treasurer and secretary; 
and any one of them may indorse for deposit or collection 
all checks or drafts for money made payable to the order 
of this company. 

15. There shall be a vice-president, who shall also be 
a trustee of the company, and who shall hold his oflBice 
during the pleasure of the board; and whenever a vacancy 
shall occur it shall be filled by ballot at the next or a sub- 
sequent meeting after such vacancy is declared. The 
vice-president shall assist in discharging the duties of the 
president as he may be directed; it shall be his duty to 
keep the minutes of the standing committees, except as 
otherwise provided; and in the absence of the president to 
perform his duties and such others as the board may pre- 
scribe. There shall be a second vice-president, who shall 



230 Mutual Life Insurance Company of New York. 

keep the minutes of the board and of the committees on 
insurance and agencies, and shall assist the president and 
vice-president in the discharge of their duties as directed. 
The president, vice-president and second vice-president 
are authorized to delegate such portions of their duties or 
powers as may be deemed advisable by them to an execu- 
tive officer, to be called the general manager or some 
other appropriate title. He shall be a member of the 
board and ex-officio member of all standing committees. 

1 6. The president shall, in case of sickness or tempo- 
rary absence of himself and the vice-president, be 
authorized to appoint a president pro tem. from among 
the trustees of the company to perform the duties of the 
president, which appointment shall be entered on the 
book of the minutes of the board by the president or sec- 
retar>\ An entry shall also be made showing the termi- 
nation of his appointment. This by-law shall not be 
construed to prevent the board of trustees from appoint- 
ing or removing a president pro tem. 

17. There shall be a secretary who. shall hold office 
during the pleasure of the board, who shall have power 
with the president to make contracts for insurance on life 
and for aimuities and all other contracts necessary for the 
company in the management of its affairs in conformity 
with the rules and regulations of the board for the time 
being; but no policy or policies shall be issued on any 
single life for a sum in the aggregate greater than f 100,- 
000.* He shall have the general management of the office 
business and of the clerks employed in the home office ot 
the company. In the absence of the secretary the assist- 
ant secretary shall discharge such of the duties of the 
secretary as may be assigned him by the president, and 
the president may also, in his discretion, detail any officer 
or head of a department to act as secretary pro tem. 
There shall be a corresponding secretary, who shall con- 
duct the general correspondence of the company', except 

*This limitation of the amount of insurance on a single life 
has since been removed by rescinding so much of this section as 
applies thereto. 



Mutual Life Insurance Company of New York. 231 

such as relates to the business expressly in charge of the 
several departments herein provided for. 

1 8. There shall be a treasurer of the company, who 
shall hold his office during the pleasure of the board; it 
shall be his duty to attend at his office during the hours 
of business; to receive and decide on applications for 
loans upon pledge of collateral securities, accepting only 
such securities as shall have been authorized by the com- 
mittee on finance; to report the details of such loans 
weekly to the committee; to cause the necessary margin 
to be kept good on such loans; to report from time to 
time, as required, to the president, the condition of the 
securities owned by the company, and of the loans upon 
securities; to have a general oversight of the stocks and 
bonds belonging to the company; to have the custody of 
the company's office buildings in this and other cities; to 
collect the rents thereof, to direct the purchase of such 
supplies as may be needed for the due maintenance and 
current expenses of such buildings, and when expendi- 
tures are duly authorized, certify that they are in accord- 
ance with such authority before payment, and discharge 
such other duties as may be assigned him. 

There shall be an assistant treasurer, who shall aid in 
discharging the duties of the treasurer as he may be 
directed, and in the absence of the treasurer perform his 
duties and such others as may be prescribed. 

19. All investments in such stocks or bonds as have 
been approved by the finance committee, by loans thereon, 
shall be made with the approval of the treasurer in 
writing; and no substitution shall be made without a 
similar approval, and there shall be no substitution of 
securities the aggregate value of which shall be inferior 
to the value of those withdrawn. In no case shall the 
margin upon such loan be allowed to fall below that 
upon which the loan was made, without requiring that 
the same shall be made good or the loan called in. 

In case of the disability or absence of the president and 
vice-president, he may sign checks and other papers 
requiring such signature, and his signature upon such 



232 Mutual Life Insurance Company of New York. 

instruments shall liave the same effect as the signature 
of the president or vice-president. He shall be ex-oflficio 
a member of the committee on finance. 

20. There shall be a comptroller of the companj^ who 
shall hold his oflSce during the pleasure of the board; it 
shall be his duty to attend at his office during the hours 
of business; to appraise or cause to be appraised all real 
estate submitted to the committee on finance as securitj^ 
for loans on bond and mortgage; to advise foreclosure 
in such cases as the interest of the company may require; 
to report quarterly to the president all purchases and 
sales of real estate, and annually the general condition 
and features of the loans upon bond and mortgage and 
of the company's real estate (except in office buildings); 
to oversee and direct as to the renting, repairing and 
insuring of all buildings or lands belonging to the com- 
pany (except the company's office buildings;) to see that 
the taxes and assessments do not accumulate against 
property owned by or mortgaged to the company, and to 
perform such other duties as may be assigned him by the 
president or the committee on finance. 

2 1 . When loans on real estate are realized , the comp- 
troller shall, in each case, notify the general solicitor of 
the company, and furnish him the particulars of the loan; 
the general solicitor shall thereupon examine both the 
application and the authority for the loan, as expressed 
in the book of approval of the finance committee, and 
have the bond and mortgage drawn in conformity with 
tlie conditions therein contained; and, in case of disagree- 
ment as to the quantity of land, or otherwise, he shall 
report the same to the president before the title is 
approved. 

22. The president may allow the loan notwithstanding 
any slight discrepancy in the quantity of land between 
the amount stated in the application as passed and the 
amount actuall}^ contained in the mortgage, provided the 
value and sufficiency of the security be unimpaired; but 
such discrepancy shall be reported by the president to the 
finance committee at their next ensuing meeting. The 



Mutual Life Insurance Company of New York. 233 

mortgage shall, in all cases, express the extent and boun- 
daries and, if on farming lands, the number of acres. 

23. Before any money is paid out for authorized loans, 
the following securities and documents must be lodged 
with the comptroller, duly certified in writing by the 
general solicitor to be valid and correct. 

1. The bond is to be delivered to him; and likewise 
the mortgage on the property, prepared to be duly 
recorded, or a certificate of the proper county clerk that 
the same has been recorded or left for record. It shall 
be the duty of the general solicitor to see that it is duly 
recorded. 

2. The abstract of title, approved as the executive 
oflBcers or the finance committee may, in special cases, 
direct, containing examinations continued to the time of 
making the loan or the recording of the mortgage. There 
shall be attached to the abstract such original searches as 
may be deemed necessary ; except in cases where original 
searches have been made and are deposited with the 
company, or are filed in some court, in which last case 
copies may be annexed, reference being made to the 
office or court in which such originals are filed; provided, 
however, that searches made only to the date of the loan 
shall be subsequently continued to the recording of the 
mortgage. 

3. The afl&davit of the owner that no other encum- 
brance on the property exists at the time of the delivery 
of the mortgage, except such prior encumbrances as are 
to be paid off out of the loan this company may make, 
and which shall be specifically stated. This provision 
may be waived by the general solicitor with the concur- 
rence of the president. 

4. Satisfactory policies of fire insurance, when required, 
shall be furnished by the mortgagor. 

5. "When there are prior encumbrances to be paid out 
of any loan this company may make on property, said 
encumbrances shall be first removed by the party to whom 
the loan is to be made, or this company may, on the writ- 
ten request of said party, pay the amount of said encum- 



234 Mutual Life Insurance Company of New York. 

brance directly to the party holding it, or his attorney in 
fact. 

6. Payments made on mortgages shall be confined 
strictly to the amounts approved on the books of the 
finance committee. 

7. When loans are made on assignment of bond and 
mortgage the foregoing provisions shall apply as far as may 
be practicable. No interest shall be allowed to remain due 
longer than thirty days on any bond and mortgage held 
by this company without a foreclosure or suit being 
ordered by the president, unless the finance comm.ittee or 
the board of trustees, by vote entered upon the minutes, 
shall authorize a longer delay. No payments of the prin- 
cipal of bonds shall be deemed valid except upon the 
joint receipt of the president and secretary, and this shall 
be incorporated in the bond as part of the contract. 

24. No loans upon bond and mortgage shall be made 
to corporations without ample personal security for both 
principal and interest, in addition to the real estate 
required by the charter. 

25. No commissions or compensation, direct or indi- 
rect, for procuring or facilitating loans from the company, 
shall be received by any trustee or by any of its oflBcers or 
other persons in its employment ; and neither the general 
solicitor nor any person in his office, nor any person what- 
soever receiving a fixed salar}-, shall receive pay from, or 
have any claim against the company, excepting his sal- 
arj^; and such salary attached to the office or employ- 
ment shall be full compensation for all services rendered 
to the company or performed on its behalf. 

26. There shall be a cashier, who shall hold office dur- 
ing the pleasure of the board. He shall take charge of 
all the moneys received by the company, depositing the 
same, as directed, in the depositaries designated by the 
committee on finance, and keep an accurately classified 
account of the same, and of all cash transactions, and 
shall cause interest and dividends on the bonds and stocks 
owned by the company to be promptly collected. No per- 
son connected with the company at its home office, except 



Mutual Life Insurance Company of New York. 235 

its officers and assistants to the cashier, shall receive any 
moneys due or payable to the company; and the officers 
only shall receipt for the same. 

27. There shall be an actuary of the company who, 
when a vacancy shall occur, and at all future vacancies, 
shall be elected by ballot and hold his office during the 
pleasure of the board. He shall attend the meetings of 
the insurance committee when desired, and take part in 
their deliberations. His duty shall be to make calcula- 
tions and tables for the present and future use of the 
company, on such principles as may be adopted by the 
board, and submit the same to the insurance committee 
for approval; to prepare the periodical statements required 
by our own and other States; to audit the insurance por- 
tion of the quarterly and annual statements; to collect 
and arrange data, books, documents, tables and official 
statements upon the business of life insurance and annui- 
ties for the use of the company; to confer with the 
executive officers and committees; to make reports and 
communications, and to perform such other appropriate 
acts as may be required by the board, its committees or 
the president. 

28. There shall also be an assistant actuary, who shall 
perform such duties as shall be assigned to him by the 
president or the board. In case of the death, absence, 
or inability of the actuary his duty shall be performed by 
the assistant actuary until otherwise directed. 

29. There shall be two medical examiners who, when- 
even a vacancy occurs, shall be elected by ballot, and 
hold their offices dilring the pleasure of the board. Their 
duty shall be to attend at the office daily at least three 
hours and examine persons presenting themselves as appli- 
cants for insurance; to keep in books prepared for that 
purpose full and minute particulars of such examination, 
and to authorize the issue of policies under the rules of 
the company. But no policy shall be issued without the 
concurrence of both examiners, or the approval of one of 
such examiners and one of the executive officers (except 
that the president may forbid the issue of any policy and 



236 Mutual Life Insurance Company of New York. 

may pass upon applications which have been previously 
approved by local examiners); they shall assist in collect- 
ing and arranging all facts and data connected with vital 
statistics in this and other countries and the mortality 
experienceof the company; confer with the committees 
when required; prepare and issue, with the approval of 
the president, rules and instructions for medical exami- 
ners, conduct the necessary correspondence with them, 
and perform such other ^cts, when directed, as are appro- 
priately connected with their office. 

30. There shall be a department to be cajled the law 
department of the Mutual Life Insurance Company of 
New York, with such subdivisions, officers, assistants and 
duties as may be from time to time appointed and assigned 
thereto by the board or executive officers. 

31. There shall be a general solicitor of the company, 
who shall hold his office during the pleasure of the board. 
He shall be the chief officer of the law department, and 
shall, under the direction of the executive officers and of 
the appropriate committees, have professional charge of 
and conduct or supervise all the legal business of the 
company, including examination of titles upon loans; but 
such officers or committees shall have power to ask and 
obtain other legal advice or assistance whenever in their 
judgment such advice or assistance may be necessary or 
proper, or whenever so requested by the chief of such 
department, but no retainer shall be made or expense 
incurred for legal advice or assistance without the approval 
in writing of the executive officers or the direction of 
such committees. 

32. There shall be an auditor, who shall have cliarge 
of the accounts of the company with its agents and other 
persons, and who shall submit the same at the usual 
quarterly periods to the auditing committee. It shall be 
his duty to audit the quarterly and annual statements 
submitted to the board. He shall keep the minutes of 
such committee and of the committee on expenditures. 

33. There shall be a department of supplies, adver- 
tising and printing, the chief officer of which shall be 



Mutual Life Insurance Company of New York. 237 

designated superintendent of the supply department. All 
purchases of stationery and of miscellaneous supplies for 
the use of the agents which are furnished by the com- 
pany, and for the us^ of the company at its home office — 
and when directed bj^ the treasurer, for the maintenance 
and current expenses of the company's buildings — shall 
be made by such officer under the authority of the presi- 
dent, or of the committee of expenditures, and shall be 
reported weekly to such committee. He shall supervise 
and keep due record of all contracts for advertising and 
printing, and shall be responsible to the president and to 
such committees for the proper execution of the same by 
the contractors. 

34. There shall be the following standing committees of 
the board, whose members shall be elected by ballot 
annually: ( i) a finance committee; (2) a committee on 
agencies; (3) a committee on insurance; (4) a committee 
on mortuary claims; (5) a committee on expenditures; 
(6) an auditing committee. 

In case of a vacancy or vacancies occurring in the mem- 
bership of any of the standing committees the same may 
be filled for the unexpired term or terms by the remain- 
ing members of such committees respectively. 

35. The finance committee shall consist of six trustees, 
who shall meet at least once every week. All invest- 
ments of the company shall be made under its direction, 
and it shall have the supervision of the securities held by 
the company and select the depositories of its funds. It 
shall have authority to dispose of the securities of the 
company and to direct the transfer thereof. It shall also 
determine all questions of salary and compensation for 
services when not fixed by the board or other appropriate 
committee. 

36. The president, vice-president, secretary, treasurer 
and cashier shall each give a bond for the faithful per- 
formance of his duties, with sufficient surety, in such 
amount as shall be determined by the finance committee. 
Every such bond must be approved, as to its form and 
sufficiency, by the said committee, the execution thereof 



238 Mutual Life Insurance Company of New York. 

be duly acknowledged and the bond delivered to an}' mem- 
ber of the committee to be designated by them, in whose 
custody it shall remain subject to the order of the trustees. 

37. The finance committee may also require an official 
bond from any other officer, clerk or agent of the com- 
pany, in such penalty and with such surety as they may 
deem proper. Every official bond shall by its terms pro- 
vide that it is to continue in force until another is duly 
given and accepted, and that it shall cover all acts of the 
party named, in whatever department or duty he may be 
engaged temporarily or otherwise while in the company's 
service. The committee may also, for cause satisfactory 
to them, at any time require a new or additional bond 
from any officer of the company. 

38. Searches for taxes and assessments may be ordered 
by the finance committee, or, at their discretion, may be 
required from the owners of property mortgaged to the 
company. 

39. It shall be the duty of the comptroller to give 
proper notice to the finance committee of sales to be made 
under foreclosure of mortgages. The president, or, if he 
is unable to attend, some other person appointed by him, 
shall be present to protect the interests of the company at 
all such sales. 

40. The committee on agencies shall consist of five 
trustees. It shall have the general supervision of the 
agency department of the company's business, and 
recommend to the board what amount shall be paid by 
way of compensation, settlement, or commutation to any 
agent or his representatives. 

41. The committee on insurance shall consist of six 
trustees. It shall be the duty of this committee to 
determine the rates of premium and the principles upon 
which policies and other obligations may be issued or 
purchased by the company. This committee shall have 
supervision of all questions relating to the distribution of 
surplus. 

42. The committe on mortuary claims shall consist of 
five members, and shall pass upon all claims by death, 



Mutual Life Insurance Company of New York. 239 

and shall direct payment of the same, or their rejection, 
settlement, or compromise, upon such terms as may be 
equitable and just, 

43. The committee on expenditures shall consist of 
three members, who shall meet weekly. All accounts 
against the company, except those duly authorized by 
the appropriate committee, must be passed upon by this 
committee; and all payments which may be made only on 
authority of any of the executive officers in the intervals 
between the meetings of this committee, shall be reported 
to the committee at its next meeting. 

44. The auditing committee shall consist of three 
trustees, to whom shall be referred for examination the 
several quarterly reports for all receipts and payments on 
account of the company. 

45. All meetings of the standing committees shall be 
held at the office of the company, and on notice issued by 
the secretly to each member thereof. 

Minutes of the proceedings and resolutions of each com- 
mittee shall be kept in books provided for that purpose, 
and shall be read at the next regular meeting of the 
trustees. 

Every report of a standing or special committee, not 
entered on the minutes, shall be in writing, and signed 
by the members of the committee assenting thereto. 

46. At the close of each fiscal year, the accounts and 
assets of the company shall be examined by a special 
committee of four or more trustees (not members of the 
finance committee), whose report shall be placed on the 
minutes. 

47. No suits shall be commenced or claims contested at 
law unless by authority of the board of trustees, or of the 
committee to whom the subject or matter properly belongs, 
and such authority shall be duly reported on its minutes. 

48. The seal of the corporation shall be under the 
charge of the president, who shall have the power to affix 
the same to certificates acknowledging satisfaction of 
mortgages; to pleadings in actions of law and legal pro- 
ceedings, and to the appointment of agents or attorneys 



240 Mutual Life Insurance Company of New York. 

for other states; and, when authorized by the finance com- 
mittee, to assignments of mortgages when the whole 
amount due thereon is paid, but without guarantee; to 
releases of portions of mortgaged premises, and to deeds 
conveying real estate; to powers of attorney for the trans- 
fer of stocks, or for the collection of dividends, with the 
concurrence of the finance committee, as provided by 
these by-laws. 

49. In all cases where the seal of the corporation is 
used, it shall be attested by the secretary. 

50. All investments in stocks or registered bonds shall 
be made in the name of ' 'The Mutual Life Insurance Com- 
pany of New York." The president shall have power to 
collect interest and dividends thereon. Transfers of such 
bonds and stocks may be made by the president and any 
three members of the finance committee in the name of 
the company whenever a resolution authorizing the same 
shall have been passed by the finance committee. 

51. Where the word "officers" is used in these by-laws, 
it shall be deemed to apply to and include only the per- 
sons holding the following offices: President, vice-presi- 
dent, second vice-president, general manager, treasurer, 
comptroller, secretary and cashier; and where the words 
"executive officers" are used in these by-laws, they shall 
be deemed to apply only to the persons holding the 
following offices: President, vice-president, second vice- 
president, general manager and treasurer. 

52. These by-laws may be altered at any meeting of 
the board, by a vote of two-thirds of the trustees present; 
provided notice of the proposed alterations shall be given 
at the meeting immediately preceding their adoption. 



National Life Insurance Company. 241 



CHARTER AND BY LAWS OF THE NATIONAL 
LIFE INSURANCE COMPANY. 

It is hereby enacted by the General Assembly of the 
State of Vermont as follows: 

Section 1. The Hon. Henry Clay, of Kentucky; 
Hon. Amos Abbott, of Massachusetts ; Hon. Robert P. 
Dunlap, of Maine; Hon. Wm. McClay, of New York; 
Hon. Wm. N. Treadway, of Virginia ; Hon. Alexander 
Ramsay, of Pennsylvania ; Hon. Henry G. Cranston, 
of Rhode Island ; William C. Kittredge, Robert Pier- 
point, Julius Converse and Albert G. Whittemore, of 
Vermont, and Benjamin Balch, Esq., of Massachusetts, 
together with their present and future associates, suc- 
cessors or assigns, are hereby made, a corporation, by 
the name of the Natronal Life Insurance Company, 
of the United States, for the purpose of making insur- 
ance on single lives, joint lives and survivorship, and 
for making reversionary payments and all other con- 
tracts whatsoever, pertaining to the business of life 
and health insurance, upon the principle of mutual 
participation in the funds or profits, and mutual con- 
tribution, or otherwise, with all the usual powers, privi- 
leges, obligations and liabilities incident to similar cor- 
porations within the United States. 

Sec. 2. The said corporation shall be located in 
such place in the State as a majority of the incorporate 
persons named in the preceding section may designate 
and the same shall be unlimited in its duration.' 

Sec. 3. Whenever one hundred or more persons 
have subscribed to become members of the said com- 
pany, by being insured, for one or more years or for the 
whole term of life, the first meeting may be called by 
either of the corporators herein named, for organizing 



242 National Life Insurance Company. 

the corporation ; but only one half of the whole number 
of directors or trustees shall then be chosen, but absent 
members may vote by proxy, when duly authorized in 
writing. 

Sec. 4. Immediately after such organization, the 
trustees or directors so chosen may adopt such by- 
laws, rules and regulations for the safe and prudent 
management of the affairs of the said corporation, as 
they shall deem expedient ; and they shall open books 
for the subscription and payment of such safety fund or 
reserve guarantee capital stock, as the by-laws may 
provide. 

Sec. 5. When a safety fund stock or reserved guar- 
antee capital shall have been subscribed and paid in, or 
secured, in conformity to their by-laws, and the same 
shall have been approved by the directors, the remain- 
ing half of the directors, trustees and officers shall be 
chosen by the stockholders, allowing one vote for each 
share of stock, and absent stockholders as well as in- 
sured members may vote by proxy. 

Sec. 6. All the funds, capital or stock of the said 
corporation, not required for immediate use in the pay- 
ment of losses and contingent expenses, shall be safely 
and permanently invested, either in the stock of the 
United States, or in the public State stocks of anj' State 
of the Union, or in bonds and mortgages of improved and 
unincumbered real estate within the State of Vermont, 
of the value of fifty per cent more than the sum in- 
vested or loaned or for which stock shall be issued in 
exchange. 

Sec. 7. Before the said company shall commence 
business in pursuance hereof, the President or Secretary, 
or Actuary, shall declare under oath, and before some 
Justice duly qualified, that the full number of insured 
members required by the provisions of the third section 
of this act, have been received, together with an amount 
of safety fund or reserved guarantee capital stock re- 
quired by the by-laws, of at least one hundred thou- 
sand dollars ; but such amount of capital may, at the 



National Life Insurance Company. 243 

pleasure of the directors or trustees, be taken either in 
money, stocks or real estate, and the capital so secured 
may be increased at the pleasure of the board to any 
further sum, not exceeding one million of dollars. 

Sec. 8. In pursuance hereof, said corporation shall 
make a return to the legislature of this State as often as 
once in each year, and transmit a full, true and exact 
statement, under oath of the President, Actuary or Sec- 
retar)', of all their affairs, investments, loans and busi- 
ness, setting forth the amount of each year's losses, ex- 
penses, receipts and investments, and any further facts 
or information which the legislature shall require. 

Sec. 9. The business and affairs of said company 
shall be managed and conducted by a board of fifty trus- 
tees or directors, twelve of whom shall constitute a quo- 
rum for the transaction of any business ; and the said 
board shall be elected on the first Monday of January in 
each year ; who immediately thereupon shall choose one 
of their number for President, five for Vice Presidents, 
and they shall appoint such other officers and agents as 
the by-laws shall provide. 

Sec. 10. The President and Secretary of said cor- 
poration shall reside in this State, and this act shall be 
under the control of the legislature, to alter, amend or 
appeal, as the interests of said corporation and the pub- 
lic good may require. 

Sec. 11. This act shall take effect immediately. 

Approved November 13, 1848. 

AMENDMENT OF 1849. 

It is hereby enacted by the General Assembly of the 
State of Vermont, as follows : 

Section 1. The act entitled "An act to incorporate 
the National Life Insurance Company of the United 
States," approved November 13, 1848, is hereby so 
amended as to allow the said company the privilege of 
filling up the subscriptions and securing the payments 
of the required capital whenever the Board of Trustees 
shall deem it expedient or necessary. 



N 



244 National Life Insurance Company. 

Sec. 2. Said company may commence business un- 
der their said charter whenever two hundred persons 
shall have subscribed, to insure each the sum of one 
thousand dollars or more upon their lives for one or 
more years, or for life; or an aggregate of two hundred 
thousand dollars ; or whenever the sum of twenty-five 
thousand dollars of reserved guarantee capital shall 
have been subscribed and paid in, or secured, as pro- 
vided in the act hereby amended. 

Sec. 3. In addition to the securities allowed said 
company for investing their capital, by the original act 
hereby amended, said company may receive such per- 
sonal securities, and railroad or bank stock, as the trus- 
tees shall deem expedient. 

Sec. 4. The business and affairs of said company 
shall be managed by a board of twenty-five trustees or 
directors, ten of whom shall constitute a quorum for the 
transaction of any business ; and said board shall choose 
one of their number for President, and three for Vice 
Presidents, and shall appoint such other officers and 
agents as the by-laws shall provide. 

Sec. 5. William C. Kittridge, Robert P. Dunlap, 
Jackson A. Vail, Homer W. Heaton, Joseph B. Dan- 
forth, Jr., William Upham, Paul Dillingham, William 
C. Bouck, William C. Bradlee, Daniel Baldwin, Timothy 
P. Redfield, Samuel S. Phelps, Edmund Weston, Julius 
Converse, Luther W. Anderson, John A. Page, George 
Langdon, Joseph H. Barrett, Lucius B. Peck, Julius Y. 
Dewey, Benjamin Balch, Homer E. Hubbell, William 
Weston, Nathaniel H. Eaton and Edward A. Stansbury, 
are hereby constituted said Board of Trustees or Direc- 
tors, and shall hold their office for one year, and until 
others are elected, agreeably to the by-laws ; and the 
first meeting of said Board of Trustees shall be held at 
the house of Mahlon Cottrill, in Montpelier, on the 6th 
day of November, A. D. 1849, at 1 o'clock P. M. 

Sec. 6. Said corporation shall be located in Mont- 
pelier. 



National Life Insurance Company. 245 

Sec. v. Absent members may vote by proxy, when 
duly authorized in writing. 

Sec. 8. This act shall take effect from its passage. 
Approved October 24th, 1849. 

AMENDMENT OF 1850. 

It is hereby enacted by the General Assembly of the 
State of Vermont, as follows: 

Section 1. The Judges of the Supreme and County 
Courts, and Justices of the Peace within their respective 
jurisdictions, are hereby authorized and required to 
hear, try and determine all actions and causes that come 
before them, in which the National Life Insurance Com- 
pany of the United States is a party, notwithstanding 
they may be members of said company by having insur- 
ance therein, unless the adverse party in such actions of 
suits shall object thereto. 

Sec 2. No person shall be judged incompetent to 
testify as a witness in any action or cause in which said 
insurance company is a party by reason of his being a 
member or stockholder of said company. 

Sec. 3. Jurors in all the courts of this State shall 
be required to sit in the trial of all actions or suits in 
which the said insurance company is a party, notwith- 
standing they may be members thereof, unless especially 
objected to for this cause by one of the parties to such 
action or suit. 

Sec. 4. Any sheriff or other officer, within his ju- 
risdiction, is hereby authorized to serve or execute any 
writ or other process to him directed, in which said in- 
surance company is a party, notwithstanding such officer 
shall be a member of said company, any law or usage to 
the contrary notwithstanding. 

Sec. 5. It shall be lawful for said company to issue 
policies of insurance to any married man upon his own 
life, expressed to be for the sole use and benefit of his 
wife; and in case of her surviving him, the sum or net 
amount of such insurance, becoming due and payable 



246 National Life Insurance Company. 

by the terms thereof, shall be payable to her, for her own 
use, free from the claims of his representatives or any of 
his creditors^ but such exemption shall not apply when 
the amount of premium annually paid shall exceed two 
hundred dollars. 

Sec. 6. In case of the death of the wife before the 
decease of her husband, when the insurance is expressed 
for the benefit of the wife, the amount becoming due 
after his death shall be payable to her children, for their 
use, and to their guardian, if under age. 

Sec. 7. The business and affairs of said company 
shall hereafter be managed by a board of thirteen direct- 
ors, seven of whom shall constitute a quorum for the 
transaction of business, and the said board shall be 
elected on the first Monday of January, annually, by the 
members and stockholders, from among their own num- 
ber ; and the said directors shall elect one of their own 
number for President, and one for Vice President, and 
they shall appoint such other officers and agents as the 
by-laws shall provide. 

Sec. 8. In no case shall it be lawful for said com- 
pany to loan any sum of money to any director or officer 
of said company upon any security whatever. 

Approved Oct. 30, 1850. 

AMENDMENT OF 1852. 

It is hereby enacted by the General Assembly of the 
State of Vermont, as follows : 

Section 1. The directors of the National Life In- 
surance Company of the United States, in addition to 
the securities in which they are now allowed to invest 
the assets of said company, shall be allowed to invest 
said assets in citj' stocks, or bonds, and mortgages on 
unincumbered real estate beyond the limits of this State, 
worth fifty percent more than the sums loaned; and said 
assets, except real estate, shall not be liable to taxation 
so long as the known and contingent liabilities of said 
company shall exceed its assets. 



National Life Insurance Company. 247 

Sec. 2. The directors of said company shall have 
power to establish branches of said company, in any 
place or places out of the limits of this State, if in their 
opinion the interests of the company will be promoted 
thereby. 

Sec. 3. This act shall take effect from its passage. 

Approved Nov. 12, 1852. 

AMENDMENT OF 1858. 

It is hereby enacted by the General Assembly of the 
State of Vermont, as follows : 

Section 1. The National Life Insurance Company 
of the United States shall hereafter be called and be 
known by the title and name of National Life Insurance 
Company; and with this name said company shall have 
all its present liabilities and have and retain all the 
rights and privileges it possessed prior to this alteration 
of its name. 

Sec. 2. This act shall take effect from its passage. 

Approved Oct. 2*7, 1858. 

AMENDMENT OF 1886. 

It is hereby enacted by the General Assembly of the 
State of Vermont : 

Section 1. Section seven, of an act entitled "An 
act in addition to an act to incorporate the National 
Life Insurance Company of the United States." ap- 
proved-October 30, 1850, is hereby amended to read as 
follows : 

"The business and affairs of said company shall here- 
after be managed by a board of thirteen directors, seven 
of whom shall constitue a quorum for the transaction of 
business. Said directors shall be elected in four classes, 
the first class to consist of four directors, and the sec- 
ond, third and fourth classes of three directors each ; 
and all directors shall be elected by and from the mem- 
bers of the company. 



248 National Life Insurance Company. 

" On the first Monday of January, 1881, the first class 
shall be elected for a term of four years, second class 
for a term of three years, the third class for a term of 
two years, and the fourth class for a term of one year. 
On each succeeding first Monday of January directors 
shall be elected to fill the class whose term is then to 
expire for a term of four years ; but on any first Monday 
of January any vacancy in any other class may be filled 
by an election, and the term of office of a director 
elected to fill a vacancy shall expire with the term of the 
class into which he shall have been elected. The Board 
of Directors shall elect one of their members for Presi- 
dent and one for Vice President, and they shall appoint 
such other officers and agents as the by-laws shall pro- 
vide for." 

Sec. 2. This act shall take effect on the first Mon- 
day of Januar}^, 1887. 

Approved November 12, 1886. 

AMENDMENT OF 1892. 

It is hereby enacted by the General Assembly of the 
State of Vermont : 

Section 1. The several classes of directors of this 
company elected and now holding office under the pro- 
visions of section seven of " An act in addition to an act 
to incorporate the National Life Insurance Company of 
the United States," approved October 30, 1850, as 
amended by number one hundred and fifty-four of the 
acts of 1886, entitled, "An act to amend an act entitled 
' An act in addition to an act to incorporate the National 
Life Insurance Company of the United States,' " ap- 
proved November 12, 1886, shall continue in office until 
the first Tuesday of January in the year in which the 
term for which they were elected shall expire, and here- 
after the election of directors shall be held on the first 
Tuesday of Januarj' in each j'ear instead of on the first 
Monday in January as heretofore. 

Approved November 10, 1892. 



National Life Insurance Company. 249 

AMENDMENT OF 1894. 

It is hereby enacted by the General Assembly of the 
State of Vermont : 

Section 1. The several classes of directors of this 
company elected and now holding office under the pro- 
visions of section seven of "An act in addition to 'An 
act to incorporate the National Life Insurance Company 
of the United States,' " approved October 30, 1850, as 
amended by No. 154 of the acts of 1886, entitled, " An 
act to amend an act entitled ' An act in addition to an 
act to incorporate the National Life Insurance Company 
of the United States,'" approved November 12,1886, 
shall continue in office until the third Tuesday of Janu- 
ary in the year in which the term for which they were 
elected shall expire, and hereafter the election of direct- 
ors shall be held on the third Tuesday of January in each 
year instead of on the first Tuesday of January as here- 
tofore. 

Approved October 24, 1894. 

BY-LAWS. 

Article I. 

ANNUAL MEETINGS. 

Section 1. The annual meetings of the corporation 
for the choice of directors and the transaction of other 
business shall be held at the company's office in Mont- 
pelier on the first Monday in January annually. 

Article II. 
special meetings. 
Section 1. Special meetings of the corporation 
shall be summoned by the Secretary, when requested by 
the President or by a majority of the Board of Directors, 
in writing, setting forth the cause for such a call. 
Nothing shall be acted upon at such meetings of the 
corporation unless specified in the call for the same. 



250 National Life Insurance Company. 

Article III. 

OFFICERS. 

Section 1. The Officers shall consist cf a Board of 
Thirteen Directors, a President, Vice President, Secre- 
tary, Treasurer, Actuary, a Medical Examiner, one or 
more Assistant Secretaries, an Attorne}', a Finance 
Committee, a Committee on Losses, a Committee on 
Accounts and an Executive Committee. Such clerks 
and assistants may be appointed by the President and 
Secretarj' as may be required. 

Sec. 2. The President, Vice President, Secretar}', 
Treasurer, Actuary and Assistant Secretary shall be 
elected by the Board of Directors, by ballot, and the 
others by nomination, at the annual meeting of the 
Board of Directors in January, succeeding the annual 
meeting of the corporation and they shall hold their 
offices until others are chosen in their stead. Elections 
may be held at any quarterly meeting of the board to 
fill vacancies in the offices of the company. 

Sec. 3. The management of the company, for its 
Board of Directors, shall be vested in the President, 
(ex officio) who shall decide upon and execute all mat- 
ters not otherwise directed by the board, or specially 
provided for in the by-laws. The President shall be 
assisted by an Executive Committee, consisting of the 
Vice President and Treasurer, whose duties shall be to 
take cognizance of any business or matters which may 
be referred to them by the President, and generally to 
advise and consult with him on all matters not specially 
confided to other committees. 

Article IV. 

PROXIES. 

Section 1. Any voter may delegate his right by a 
written proxy, provided the same shall be filed with the 
Secretary of the company at least sixtj' days before the 
annual meeting. But one vote for each $1,000 of insur- 
ance shall be allowed, provided that each member shall 



National Life Insurance Company. 351 

be entitled to at least one vote, and no vote b)' proxy 
shall be allowed unless the same shall have been filed in 
accordance with this section. 

Article V. 

NOTIFICATION OF MEETINGS. 

Section 1. The Secretary shall give notice of the 
annual meeting and of special meetings of the company, 
by publishing the same in one newspaper printed in 
Montpelier at least twenty days before the meeting. He 
shall give such notice of special meetings of the Board 
of Directors, not exceeding six days, as the President 
shall order, or the by-laws provide. 

Article VI. 

BOARD OF DIRECTORS. 

Section 1. The Board of Directors shall have gen- 
eral control and management of the business and affairs 
of the company. By a vote of a majority of the whole 
board they shall have power to remove, for cause, an}' 
officer elected by ballot, and to remove, at pleasure, such 
other officers, committees, agents or employees of the 
company appointed by them or by their order or authority. 

Sec. 2. They may from time to time adopt such 
lawful rules and regulations for their own government 
and for the government of the officers, agents and em- 
ployees of the company, and the transaction of its busi- 
ness not inconsistent with the by-laws, as they may 
deem best. 

Sec. 3. They may, by a vote of a majority of the 
whole board, delegate to the Finance Committee all or 
any of their powers as to financial matters, with full 
power to such committees to delegate any of the same 
to the officers of the company or to any of them. 

Article VII. 

DIRECTORS MEETINGS. 

Section 1. Regular meetings of the board shall be 
held on the day of the annual meeting in January and 



252 National Life Insurance Company. 

on the first Tuesdays of April, July and October at the 
office of the company in Montpelier. 

Sec. 2. Seven members of the board shall consti- 
tute a quorum for the transaction of business, but meet- 
ings may be adjourned by those present or by the Secre- 
tary. 

Sec. 3. Special meetings of the board may be 
called by the President or Secretary, by personal notice 
on the day of the meeting, or by giving to each member 
at least three days' notice thereof by mail. 

Article VIII. 

FINANCE COMMITTEE. 

Section 1. There shall be a committee, to be called 
the Finance Committee, consisting of three members 
elected by the Board of Directors from their own num- 
ber. They shall, in compliance with the charter and 
under the general supervision of the Board of Directors, 
invest the funds of the company and keep the same 
safely invested. When the interests of the company 
demand, they may sell or collect the stocks or securities 
on hand or any of them, or the real estate, and reinvest 
the proceeds; they shall direct the Secretary where to 
deposit funds; they shall during the first three days of 
January, April, July and October examine the assets of 
the company, keeping a record of the results of such 
examinations in a book provided for such purpose for 
the use and information of the board. 

No investment shall be made without the concur- 
rence of a majority of said committee. 

Sec. 2. They shall have power at all times (by sub- 
committees or otherwise) to examine and investigate the 
books, accounts and vouchers of all officers, agents and 
clerks, and to require of officers, agents or clerks such 
reports, statements and information as they may deem 
advisable. 

Sec. 3. They may, in their discretion, delegate any 
of their powers to any of the officers of the company. 



National Lifb Insurance Company. 263 

Article IX. 

COMMITTEE ON ACCOUNTS. 

Section 1. A committee on accounts shall be ap- 
pointed annually. It shall be the duty of said commit- 
tee to examine all accounts and charges against the com- 
pany, except established salaries, and direct the sum to 
be paid on the same. 

Article X. 

COMMITTEE ON LOSSES. 

Section 1. A committee on losses, consisting of 
three members, shall be appointed annually. It shall be 
the duty of said committee to examine all claims for 
losses and determine the amount to be paid, and direct 
the payment of the same. 

Article XI. 
president and vice president. 
Section 1. The President shall preside at all meet- 
ings of the corporation and of the Board of Directors, 
and shall perform such other duties as are imposed upon 
him by law or custom or by these by-laws, or shall be 
committed to him by the Board of Directors. 

Sec. 2. The Vice President shall perform the duties 
of the President in his absence, or in case of his inabil- 
ity to act, and also such other duties as may be imposed 
upon him by the by-laws, or by the order of the Board 
of Directors. 

Article XII. 

SECRETARY AND ACTUARY. 

Section 1. The Secretary of the Board of Directors 
shall be clerk of the corporation. He shall give due 
notice of its annual and other meetings, and of all 
meetings of the Board of Directors. He shall keep 
full and accurate records of meetings of the corporation 
and directors. The Secretary shall, in the absence or 
disability of the Treasurer, deposit to the credit and in 
the name of the company all moneys received by him in 



354 National Life Insurance Company. 

such bank or banks as the Finance Committee shall 
direct. 

Sec. 2. He shall pay out of the funds of the com- 
pany all claims the payment of which is authorized by 
these by-laws or by order of the Finance Committee or 
committee on losses or on accounts. 

Sec. 3. The Secretary shall lay before the Board of 
Directors, at each regular meeting, a statement of the 
condition and affairs of the company. He shall give 
bonds with good and sufficient surety to such an amount as 
the directors may require. He shall discharge such other 
duties as may be imposed upon him by law and by these 
bylaws, or committed to him by order of the directors, 
or the Finance Committee, committee on losses or com- 
mittee on accounts. One or more Assistant Secretaries 
may be appointed by the Board of Directors whenever 
they shall deem necessary. 

Sec. 4. The Assistant Secretary shall perform such 
duties as are directly imposed upon him by law or cus- 
tom, or that shall be committed to him by the directors. 

Sec. 5. It shall be the duty of the Actuary to make 
calculations and tables for the present and future use of 
the company ; to act as mathematical adviser; to com- 
pute all premium rates, reserves and valuations, and to 
determine the liability of the company; to collect useful 
data, books, documents, tables and official records relat- 
ing to the business of life insurance ; to make reports 
and communications and to perform such other appro- 
priate duties as may be required by the President, ex- 
ecutive and other committees and the Board of Direct- 
ors. 

Article XHI. 
medical examiner and attorney. 

Section 1. A medical examiner shall be selected 
b)' the Board of Directors, and an Attorney for the board 
may be appointed, who shall perform such services in 
the lines of their respective professions, and at such 
times as the Board of Directors may require, and the 
board may at any time appoint others instead of either 
or both of them. 



National Life Insurance Company. 255 

Article XIV. 

EXECUTION OF INSTRUMENTS AND CHECKS. 

Section 1. The President or Vice President, acting 
together with one of the Committee of Finance, are em- 
powered and authorized at any and all times to con- 
vey real estate, cancel or discharge mortgages or liens 
belonging to the company, or execute any contract in 
regard to the conveyance or title to real estate, but 
authority for either purpose may be given one officer by 
special vote at any meeting of the board. 

Sec. 2. All checks shall be signed by the President, 
or Vice President and by the Secretary, Treasurer or 
Actuary. 

Article XV. 

agents, examiners and clerks. 
Section 1. The President, or Vice President and 
Secretary, shall have power to appoint agents, medical 
examiners and clerks, to execute contracts with them, 
and may remove the same at pleasure, provided the 
directors may at any meeting of the board overrule 
in these particulars. 

Article XVI. 

POLICIES. 

Section 1. All policies shall be signed by the Presi- 
dent or Vice President and countersigned by the Secre- 
tary or Assistant Secretary. 

Sec. 2. No policy shall take effect or be binding 
until the premium is paid to the company or an accred- 
ited agent. 

Article XVII. 

proofs of loss. 
Section 1. The proofs of loss required shall be, as 
nearly as practicable : 

1. A certificate of the physician who attended the 
party in his last illness, stating particularly the nature of 
his disease, its duration and the date of his death. 

2. A certificate of a friend or intimate acquaintance, 



256 National Life Insurance Company. 

stating the disease of which the party died ; how long 
he was sick and that he was present at the time of his 
death, or that he is knowing to the fact of his death, and 
that he knows the party to be the identical person whose 
life was insured in this company. 

3. A certificate of the undertaker or sexton who at- 
tended the funeral of the party and saw his (or her) re- 
mains interred. These several certificates to be sworn 
to or affirmed to before a Justice of the Peace, Notary 
Public or other officer empowered to administer an oath 
or affirmation. 

Such further proof may be required as may be deemed 
necessary. 

Article XVIII. 

ALTERATIONS OR AMENDMENTS. 

Section 1. These by-laws may be amended or re- 
pealed with the consent of a majority of the whole 
Board of Directors, at any regular or special meeting of 
the Directors called for that purpose, provided notice 
thereof is given at least ten days before such meeting. 



New England Mutual Life Insurance Company. 357 



CHARTER AND BY-LAWS OF THE NEW ENG- 
LAND MUTUAL LIFE INSURANCE COMPANY 
OF BOSTON, MASS. 

Skction I . Be it enacted by the Senate and House of 
Representatives in general court assembled, and by the 
authority of the same. That Ebenezer T. Andrews, George 
Bond, Willard Phillips, Charles P. Curtis and Samuel 
H. Walley, Jr., and the persons who may be insured 
under this act, and their associates, successors and 
assigns, be and they hereby are constituted a corporation 
by the name of the ''New England Mutual Life Insur- 
ance Company," for the purpose or making insurance 
upon lives, with all the powers and privileges and subject 
to all the duties contained in an act passed in eighteen 
hundred and thirty-three, chapter eighty-three. 

Sec. 2. There shall be an original guarantee capital 
stock subscribed to the said corporation, which shall be 
one hundred thousand dollars, to be divided into shares 
by the corporation, half of which shall be paid in, in 
cash, before the said corporation shall go into operation 
for the purpose of making insurance; the other half of 
said stock may be called for by the directors from time to 
time, when they deem it necessary or expedient, and 
shall be paid in by the holders of the stock, which shall 
always stand pledged to the corporation for all such 
assessments so called for. 

Skc. 3. At the first meeting of the corporation a num- 
ber of directors, not less than eight, shall be chosen by 
the subscribers to the said guaranty stock, who shall 
hold their oflSces for one year, and until others are chosen 
in their stead; at all subsequent elections of directors the 



258 New England Mutual Life Insurance Company. 

number shall be such as may be provided for by a previ- 
ous vote of the directors or by-law of the corporation, 
and in case of no provision on this subject the number 
shall be same as at the first election, one-half of whom 
shall be elected by the stockholders and the other half by 
the assured voting in separate bodies; the directors shall 
all be either stockholders or assured, and on ceasing to 
be such shall cease to hold said office. The directors 
may choose a president from their own number or from 
the stockholders or the assured, in which case he shall be 
a director ex-oflficio. They shall also choose a secretary, 
who shall be under oath, and they shall appoint all such 
officers and servants to transact the business of the cor- 
poration as they see fit. Each share of the guaranty 
capital stock shall entitle the holder to one vote, and 
each assured shall be entitled to one vote in the election 
of directors. In case of vacancies in the board of direc- 
tors, so as to reduce the number to less than six, meet- 
ings of the corporation shall be held, and the vacancies 
shall be filled, so as to make the board consist of a 
greater number than six. 

Sec 4. Except the election of directors, and except 
the vote of the assured provided for in the sixth section, 
the whole business and affairs of the corporation shall be 
under the control and management of the directors. 

Sec. 5. Whenever the net surplus receipts of the cor- 
poration over their losses and expenses and after provid- 
ing for risks shall be sufficient for the purpose, the stock- 
holders shall be entitled to an annual dividend of seven 
per centum, or to such less dividend as may be agreed 
upon at the time of subscribing the stock; and in the case 
of such dividend not being made in any one year it shall 
be made good at a subsequent period when the net re- 
sources of the company shall be sufficient for paying the 
same. 

Sec. 6. After providing for risks, losses, incidental 
expenses and dividends, as aforesaid, the directors shall 
set apart one-quarter of the estimated surplus funds and 
receipts as a reserved fund to be applied to the redemp- 



New England Mutual Life Insurance Company. 259 

tion of the guaranty stock, and whenever after the expi- 
ration of ten years from the time of organizing the com- 
pany the amount of such reserved fund shall be suflEcient 
for the purpose, and the assured shall vote to redeem the 
said guaranty stock, the same shall be redeemed. 

Sec. 7. Upon the redemption and extinguishment of 
the guaranty stock, under the provision in section 6, the 
directors shall be chosen by the assured. 

Sec. 8. At the expiration of every period of five years 
from the time of the organization of the company the 
remaining three-quarters of the estimated surplus funds 
and receipts shall be reimbursed to and among the 
assured, in manner following, namely: to the holders of 
policies for entire lives, each of which is insured at a 
uniform annual premium for the whole life, in the pro- 
portion of the whole amount of premium paid during the 
preceding five years, and in a corresponding and equiva- 
lent proportion upon policies made otherwise than at such 
uniform rate of premium ; that is to say, the reimburse- 
ment shall be made in the same proportion as if each 
policy subsisting at the end of each five years had been 
made at its commencement for an entire life at a uniform 
annual premium ; provided, however, that the reimburse- 
ment to the holder of any policy shall not be estimated 
upon a greater amount than shall have been actually paid 
in on such policy ; provided further, that in considera- 
tion of any existing policies having at the expiration of 
any such period of five years contributed directly or indi- 
rectly to the fund for the redemption of the guaranty stock, 
a provision may be made allowing a greater proportion of 
reimbursement on such policies and preferring those of an 
older date before those of a more recent date, so that each 
policy shall, so far as may be, consistently with the cir- 
cumstances of the company, be reimbursed for the amount 
contributed as aforesaid to the rederpption of the guaranty 
stock. 

Sec. 9. The said corporation shall on the third Mon- 
day of January of everj' year pay over to the trustees of 
the Massachusetts General Hospital one-third of the net 



260 New England Mutual Life Insurance Company. 

profits, if any, which shall have arisen from insurance on 
lives made during the preceding year. 

Sec. io. The supreme judicial court shall hear and 
determine in equity all questions arising between the said 
corporation and any stockholder or assured. 

House of Representatives, March 30, 1835. Passed to 
be enacted. Julius Rockwell, Speaker. 

In Senate, March 30, 1835. Passed to be enacted. 

Geo. Bliss, President. 

Approved April i, 1835. Sam T Armstrong. 

AMENDMENT OP 1 844. 

Be it enacted by the Senate and House of Representa- 
tives in general court assembled, and by the authority of 
the same, as follows : 

Section i . The New England Mutual Life Insurance 
Company is hereby authorized to make insurance on life 
or lives otherwise than on the mutual principle. 

House of Representatives, March 9, 1844. Passed to 
be enacted. Samuel H. Walley, Jr., Speaker. 

In Senate, March 11, 1844. Passed to be enacted. 
JosiAH QuiNCY, Jr., President. 

Approved March 11, 1844. Geo. N. Briggs. 

AMENDMENT OF 1855. 

Be it enacted by the Senate and House of Representa- 
tives in general court assembled, and by the authority of 
the same, as follows: 

Section i . The New England Mutual Life Insurance 
Company may purchase real estate in the city of Boston, 
to hold and may hold real estate so purchased, to an 
amount not exceeding one-fourth part of the accumulated 
fund of said company at the time of making any such 
purchase. 

House of Representatives, May 7, 1855. Passed to be 
enacted. Daniel C. Eddy, Speaker. 

In Senate, May 8, 1855. Passed to be enacted. 

Henry W. Benchley, President. 

Approved May 10, 1855. Henry J. Gardner. 



New England Mutual Life Insurance Company. 361 
BY-I.AWS. 

1. The annual meeting of the corporation shall be 
held in Boston, on the third Monday of December, in 
every year, for the choice of directors and other busi- 
ness, at the time and place to be fixed by the directors. - 

2. The secretary of the company shall be clerk of the 
corporation and shall give notice of the annual meeting 
by publishing the same in two newspapers in Boston, ten 
days before the meeting. Similar notice shall be given 
of any special meeting to fill vacancies in the board 
of directors, whenever their number is reduced to less 
than six. 

3. In making investments the directors shall act 
- according to their best judgment. 

4. No person shall be eligible as director who is not 
insured by policies of the company to the amount of 

I $2,000; and the secretary shall, at every meeting for the 
choice of directors, exhibit a list of persons insured, and 
the amount for which they are insured. 

5. At every annual meeting the directors shall exhibit 
a report, with a full statement of the condition of the 
company, its assets and liabilities. 

6. To constitute a quorum of any meeting of the cor- 
poration not less than seven persons shall be present, rep- 
resenting policies insuring, in the aggregate, not less than 
twenty thousand dollars. 

7. The number of directors chosen shall be eleven, 

8. At the annual meeting held January 26, 1885, the 
directors shall be elected in three classes : Three directors 
of the first class, three directors of the second class and 
four directors of the third class; the term of office of which 
shall be, respectively, one, two and three years. At the 
next and every succeeding annual meeting only one class 
of directors shall be elected, and the term of office of each 
class shall be three years. Vacancies in any class shall 
be filled by the election of directors, whose terms of office 
shall expire with those of the class to which they have 
been respectively elected. 

Note. — Section 9 of charter was repealed in 1887. 



262 New York Life Insurance Company. 



DECLARATION, CHARTER AND BY-LAWS OF 
THE NEW YORK LIFE INSURANCE COM- 
PANY, ADOPTED JULY 12, 1893. 



This is to certify that the New York Life Insurance 
Company has duly accepted the provisions of the act of 
the legislature of the State of New York, chapter 690 of 
the laws of 1892, known as the "Insurance Law," and 
the amendments thereto, and in conformity with the same 
has duly adopted the following amended charter: 

Artici^e I. 
The name of the company shall continue to be ' 'New 
York Life Insurance Company. ' ' 

Article II. 
The company shall be located and its principal place 
of business shall be in the city of New York. 

Article III. 
The business of the company shall be insurance on 
lives and all and every insurance pertaining to life, and 
receiving and executing trusts, and making endowments, 
and granting, purchasing and disposing of annuities, 
such kind of insurance being authorized under sub-divi- 
sion one of section '70 of "The Insurance Law."* 



*Sec. 70. hicorporatien — Thirteen or more persons may be- 
come a corporation for the purpose of making any of the follow- 
ing kinds of insurance: 

1. Upon the lives or the health of persons and every insurance 
appertaining thereto, and to grant, purchase or dispose of annui- 
ties. — N. Y. Ins. Law. 



New York Life Insurance Company. 263 

Articlb IV. 

Sec. I . All the corporate powers of the company shall 
be exercised by a board of trustees and such officers and 
agents as the board may appoint. 

Sec. 2. The board of trustees shall consist of twenty- 
four (24) elected persons, a majority of whom shall be 
citizens and residents of the State of New York, and the 
president, who shall be ex-officio a member of the board. 

Sec. 3. The elected trustees shall be divided into four 
equal classes, and as the term of each class shall expire 
its successors shall be elected for a term of four years, six 
trustees to be elected each year. Vacancies occasioned 
by death, resignation or otherwise shall be filled by the 
board of trustees, a majority of the votes of those present 
constituting a choice. Each class shall hold over until 
its successors are elected, and this article shall not be 
construed so as to prevent a trustee going out from being 
eligible as a new trustee. 

Sec. 4. The board of trustees shall have power to make 
such by-laws, rules and regulations for the transaction of 
the business of the company, not inconsistent with this 
charter or the laws of the State, as may be deemed expe- 
drent, and to amend or repeal such by-laws, rules and 
regulations. 

tSEC. 12. Limitations of amount of property of a non-stock cor- 
poration. — A corporation not having capital stock may take and 
hold property not exceeding in value three million dollars, or 
the yearly income derived from which shall not exceed five hun- 
dred thousand dollars, notwithstanding the provisions of any 
general or special act heretofore passed or certificate of incorpo- 
ration affecting such corporation. 

In computing the value of such property, no increase in value 
arising otherwise than from improvements made thereon shall 
be taken into account. 

Sbc. 13. Acquisition of additional real property. — When any 
corporation shall have sold or conveyed any part of its real prop- 
erty, the Supreme court may, notwithstanding any restriction of 
a general or special law, authorize it to purchase and hold from 
time to time other real property, upon satisfactory proof that the 
value of the property so purchased does not exceed the value of 
the property so sold and conveyed within the three years next 
preceding the application. 



264 New York Life Insurance Company. 

Article V. 

Sec. I . The annual election of members of the board 
of trustees to fill the places of the outgoing class shall be 
held on the second Wednesday of April in each year. 
Notice of the time and place of such election shall be 
given in two public newspapers printed in the city of 
New York and in the State paper daily for one week pre- 
ceding such election. 

Sec. 2. At each election three inspectors shall be 
elected to preside at the next annual election of trustees, 
and at such election each member of the company shall 
be entitled to one vote in person or by proxy. 

Sec. 3. After each annual election the board of trustees 
shall elect a president and such other officers as may be 
prescribed by the by-laws, who shall hold their office for 
one year and until others are elected in their stead. 

Sec. 4. The present members of the board of trustees 
and present officers of the company shall continue to be 
such trustees and officers until the expiration of the 
respective terms for which they have been elected. 

Article VI. 
Sec. I. The company shall have no capital stock, but 
shall be a mutual company. 

Secc. 14. Acquisition of property hi other States. — Any domestic 
corporation transacting business in other States or foreign coun- 
tries may acquire and dispose of sucli property as shall be requis- 
ite for such corporation in the convenient transaction of its 
business. — N. Y. General Corporation Law. 

Sec. 16. Investmefit of capital and surplus. -^ThQ cash capital 
of every domestic insurance corporation required to have a capital 
to the extent of the minimum capital required by law shall be 
invested and kept invested in the kinds of securities in which 
deposits with the superintendent of insurance are required by this 
chapter to be made. 

The residue of the capital and the surplus money and funds of 
every domestic insurance corporation over and above its capital, 
and the deposit that it may be required to make with the superin- 
tendent, may be invested in or loaned on the pledge of any of the 
securities in which deposits are required to be invested, or in the 
public stocks or bonds of any one of the United States, or except 
as herein provided, in the stocks, bonds or other evidence of 



New York Life Insurance Company. 265 

Sec. 2. The officers of the company, within sixty days 
subsequent to the ist of January in each year, shall cause 
an estimate to be made of the profits and true state of the 
afiairs of the company, as near as may be, for the pre- 
ceding year, which estimate shall be conclusive upon 
all persons entitled to share in any distribution of surplus 
which shall be made in accordance with the general pro- 
visions of law either in cash or in reduction of premium, 
or in reversionary insurance payable with the policy on 
the same conditions as therein expressed. 

Article VII. 
The company shall be authorized to make loans and 
investments as provided by the "Insurance I^aw" and by 
the statutes of the State of New York now in force or 
hereafter passed, and may also loan all premiums received 
and invest the same in bonds and mortgages on unen- 
cumbered real estate within the State of New York worth 
50 per cent more than the sum charged thereon, and in 
all stocks created by or under the laws of this State or of 
the United States. f 

Article VIII. 
The company shall be entitled to all the privileges and 
provisions of existing laws which might be included in 
this charter and enjoyed by it if it were originally incor- 
porated under ' 'The Insurance Law' ' of the State. 

indebtedness of any solvent institution incorporated under the 
laws of the United States or of any State thereof, or in such real 
estate as it is authorized by this chapter to hold ; but no such 
funds shall be invested in or loaned on its own stock or the stock 
of any other insurance corporation. 

Any domestic insurance corporation may, by the direction and 
consent of two-thirds of its board of directors, managers or finance 
committee, invest, by loan or otherwise, any of such surplus 
moneys or funds in the bonds issued by any city, county, town, 
village or school district of this State, pursuant to any law of this 
State. 

Every such corporation may invest any amount of such surplus 
moneys or funds not exceeding one-half of its annual premium 
receipts upon its outstanding policies in any other State of the 
United States, upon bond and mortgage security, upon real prop- 



266 New York Life Insurance Company. 

Article IX. 
As provided by preceding laws, and by chapter 725 of 
the laws of 1893, the charter of the company shall be 
perpetual. 

In witness whereof the company has caused 
^y o V its corporate seal to be aflSxed hereto and to be 
^ *•' attested by its president and secretary this 
24th daj^ of July, 1893. 

John A. McCall, President. 
Chas. C. Whitney, Secretary. 

State of New York, \ 

Cit: and County of New York. J ^^* 

Before me duly appeared this 24th day of July, 1893, 
John A. McCall and Charles C. Whitney, personally 
known to me, and they severally acknowledged the exe- 
cution of the foregoing instrument as the act and deed of 
the New York I,ife Insurance Company, and being by 
me severally duly sworn each for himself, says: That the 
said John A. McCall resides in the city, county and State 
of New York, and is president of the New York Life 
Insurance Company; that the said Charles C. Whitney 
resides in the city of Brooklyn, county of Kings, State of 
New York, and is the secretary of the said New York Life 

erty in such State, which shall be unincumbered, improved and 
worth double the sum loaned thereon ; or in the stocks or bonds 
of any foreign country, to the extent which may be required 
under the laws thereof, as a condition of such corporation doing 
business therein, subject to the approval of the superintendent of 
insurance. 

Every such corporation doing business in other States of the 
United States or in foreign countries may invest the funds 
required to meet its obligations incurred in such other States or 
foreign countries and in conformity to the laws thereof in the 
same kind of securities in such other States or foreign countries 
that such corporation is by law allowed to invest in in this State. 
Any life insurance company may lend a sum not exceeding the 
lawful reserve which it holds upon any policy, on the pledge to 
it of such policy and its accumulations as collateral security. — 
N. Y. Ins. Law, as amended, 1893. 



New York Life Insurance Company. 267 

Insurance Company; that the seal aflSxed to the foregoing 
instrument is the corporate seal of said company, and was 
duly affixed thereto by the secretary of said company in 
pursuance of authority from the board of trustees by a 
vote of a majority of the said trustees, and that the said 
president and secretary have attested the same by their 
signatures in pursuance of like authority. 

John E. Mooney, 
Notary Public Kings County. 
(L. S.) Certificate filed in N. Y. County. 

State of New York, Attorney-General's Office, 
Albany, July 26, 1893. 
To the Superintendent of Insurance: I hereby certify 
that I have examined the annexed declaration and char- 
ter of the New York I^ife Insurance Company, and that I 
find the same to be made in conformity with the provi- 
sions of chapter 690, laws of 1892, and in accordance with 
the requirements of law. 

S. W. RosENDALE, Attorney-General. 

State of New York, Insurance Department, 
Albany, July 26, 1893. 
Whereas, the New York Life Insurance Company, 
located in the city of New York, a domestic insurance 
corporation existing and doing business at the time of the 

SbcTion 20. Restrictions as to real property. — Every insurance 
corporation transacting business in this State may purchase, hold 
and convey real property only for the following purposes and in 
the following manner: 

1. The building in which it has its principal office and the land 
upon which it stands. 

2. Such as shall be requisite for its convenient accommodation 
in the transaction of its business. 

3. Such as shall have been acquired for the accommodation of 
its business. 

4. Such as shall have been mortgaged to it in good faith by 
way of security for loans previously contracted or for moneys 
due. 

5. Such as shall have been conveyed to it in satisfaction of 
debts previously contracted in the course of its dealings. 



268 New York Life Insurance Company. 

passage of chapter 690, of the laws of 1892, having availed 
itself of the provisions of section 52 of said chapter, as 
amended by chapter 725 (+), of the laws of 1893, as the 
same may refer to the reincorporation of existing corpo- 
rations; and said company having filed in this department 
a declaration and amended charter, adopted by a vote of 
the majority of the board of trustees of said company, as 
provided for in section 52 referred to above, and the same 
having been submitted by me to the attorney-general, and 
certified by him to be in accordance with the require- 
ments of law: 

Now, therefore, I, James F. Pierce, superintendent of 
insurance of the State of New York, do hereby certify 
that the consent of said superintendent of insurance, as 
required bj^the provisions of section 52, above referred to, 
is herewith granted and attached to the declar>ation and 
amended charter of the New York Life Insurance Com- 
pany, which has this day been filed in this department. 

In witness whereof, I have hereunto set my 
.J o ^ hand and affixed my official seal, in duplicate, 
{L,. C3.; ^^ ^^g ^.^y ^^ Albany, this 26th day of July, 

1893. 
James F. Pierce, Superintendent of Insurance. 



f See next page. 



6. Such as shall have been purchased at sales upon judgments, 
decrees or mortgages obtained or made for such debts. 

7. Such as shall have been acquired under sections 13 and 14 of 
the general corporation law. 

All such real property specified in sub-divisions four, five and 
six of this section, as it may acquire and which shall not be neces- 
sary for its accommodation in the convenient transaction of its 
business, shall be sold and disposed of within five years after it 
shall have acquired title to the same, and it shall not hold such 
property for a longer period unless it shall procure a certificate 
from the superintendent of insurance that its interests will suffer 
materially by the forced sale thereof, in which event the time for 
the same may be extended to such time as the superintendent 
shall direct in such certificate. — N. Y. Insurance Law. 



New York Life Insurance Company. 269 

BY-LAWS. 

1. The business of tlie company shall be insurance on 
lives and all and every insurance pertaining to life, and 
receiving and executing trusts, and making endowments, 
and granting, purchasing and disposing of annuities. 

2. At the next stated meeting of the board of trustees 
after the date of the annual election of trustees in each 
year, in addition to a president required by the charter of 
the company, a vice-president, second vice-president, 
third vice-president, treasurer, actuary, secretary and 
comptroller shall be elected by ballot, vsrho shall hold 
their oifices for one year and until others are elected in 
their stead. At the same meeting the standing commit- 
tees provided for by by-law 13 shall be appointed by the 
president, subject to the approval of the board. 

3. There shall be a stated monthly meeting of the 
board of trustees, held at the office of the company, on the 
second Wednesday of each month. 

Special meetings may be called by the president, or by 
three trustees, or in the absence of the president by any 
one of the vice-presidents in their order. 

All stated or special meetings shall be called by a writ- 
ten or printed notice to each trustee. 



JSBC. 52. Reorganization of existing corporations and amend- 
ments of certificates. — Any domestic corporation existing or doing 
business at the time this chapter takes eflfect, may, by a vote of a 
majority of its directors or trustees, accept provisions of this chap- 
ter and amend its charter to conform with the same, upon obtain- 
ing the consent of the superintendent of insurance thereto in 
writing; and thereafter it shall be deemed to have been incorpo- 
rated under this chapter, and every such corporation in re-incor- 
porating under this provision, may for that purpose so adopt, in 
whole or in part, a new charter, in conformity herewith, and 
include therein any or all provisions of its existing charter, and 
any or all changes from its existing charter, to cover and enjoy 
any or all the privileges and provisions of existing laws which 
might be so included and enjoyed if it were originally incorpo- 
rated thereunder, and it shall, upon such adoption of, and after 
obtaining the consent, as in this section before provided, to such 



270 New York Life Insuuance Company. 

A majority of the trustees shall constitute a quorum 
for the transaction of business. 

The president, or in his absence the vice-president or 
the second vice-president in their order, or in their 
absence a trustee elected by a majority of a quorum pres- 
ent, shall preside at every meeting of the board of 
trustees. 

4. The president shall have a general supervision and 
direction of the business of the company. He shall, with 
the consent of the finance committee, transfer stocks, 
satisfy mortgages, make and call in investments; shall, - 
with the consent of the agency committee, fix the com 
pensation of the agents of the company, and shall execute 
all deeds and papers requiring the seal of the company, 
which shall be under his charge. 

The president shall be ex ofi&cio a member of all com- 
mittees. 

5. Except as provided in by-laws 2, 4 and 11, the pres- 
ident and vice-president shall appoint, remove and fix the 
compensation of each and every person employed by the 
company. The compensation of the officers provided for 
in by-law 2 and of the medical and assistant medical 
directors provided for in by-law 1 1 , shall be determined 
bv the finance committee. 



charter, and filing the same and the record of sdoption and con- 
sent in the office of the superintendent of insurance, perpetually 
enjoy the same as and be such corporation, and which is declared 
to be a continuation of such corporation which existed prior to 
such re-incorporation; and the offices therein which shall be con- 
tinued shall be filled by the respective incumbents for the periods 
for which they were elected and all others shall be filled in the 
manner by such amended charter provided. Every domestic 
insurance corporation may amend its charter or certificate of 
incorporation by inserting therein any statement or matter which 
might have been originally inserted therein; and the same pro- 
ceedings shall be taken upon the presentation of such amended 
charter or certificate to the superintendent of insurance as are 
required by this chapter to be taken with respect to an original 
charter or certificate, and if approved by the superintendent of 



New York Life Insurance Company. 271 

No trustee shall become a salaried employe of the com- 
pany except by special vote of the finance committee. 

6. The vice-president, or second vice-president, in their 
order, during the absence or inability of the president, 
shall be invested with all the powers which have 
been, or may hereafter be, conferred upon the president 
by the by-laws of the company. The vice-president, sec- 
ond vice-president and the treasurer shall have charge of 
the bonds, mortgages, certificates of stock and other secu- 
rities of the company and the real estate of the company, 
and each of them shall have the same power as the presi- 
dent, under the direction of the finance committee, to 
transfer stocks, satisfy mortgages, make and call in 
investments and, v/henever necessary for such purpose, to 
aflSx the seal of the company to any proper instrument or 
instruments. The treasurer shall also provide all neces- 
sary books of account for financial transactions of the 
company and, subject to the approval of the president, 
shall have the supervision of the books of account and 
the clerks in charge thereof, and shall see that just and 
true cash, check, bank and other proper books are kept, 
especially including records of all moneys received, depos- 
ited, drawn and disbursed, for what and from whom 
received, for what and to whom disbursed, and of all 
investments and securities, which books and records shall 
be open at all times to the free examination of the board, 
or of any trustee. 



insurance, and his certificate of authority to do business there- 
under is granted, the corporation shall thereafter be deemed to 
possess the same powers and be subject to the same liabilities as 
if such amended charter or certificate had been its original char- 
ter or certificate of incorporation, but without prejudice to any 
pending action or proceeding or any rights previously accrued. — 
N. Y. Insurance Law, as amended, 1893. 



272 New York Life Insurance Company. 

7. The third vice-president shall have the appointment 
and supervision of the agents of the company, subject to 
the approval of the president, and shall perform such 
other duties as the president or board of trustees may- 
direct. 

8. The actuary shall, subject to the direction of the 
president, have charge of the mathematical department of 
the company, and all special work connected therewith. 
He shall make all calculations required in transacting the 
business of the company, and perform such other work 
connected with his department, or the general business of 
the company, as the president or the board of trustees 
may direct. It shall further be the duty of the actuary, 
as secretary of the board of trustees, to keep full minutes 
of the proceedings of the board, and to enter such min- 
utes in a book to be kept for that piirpose, and to furnish 
the board or its committees with such statements and 
papers as may be required. 

9. The secretary shall, under the direction of the presi- 
dent, receive all communications to the company, and 
distribute the same to the several departments, and con- 
duct the general correspondence. He shall also perform 
such other duties as the president or the board of trustees 
may direct. 

10. The comptroller shall — 

(i.) Check the balances as shown by the cashier's 
books, daily, and report in detail the following day to the 
president. 

(2.) Check monthly all purchases of securities, loans 
on mortgages, and other investments, and make a com- 
parison of the same with the cash book, investment rec- 
ord and the entries on the general ledger. 

(3.) Verify monthly all pa3'ments or partial payments, 
by accounts or otherwise, of principal, interest, dividends, 
or rents arising from the company's investments. 

(4.) Attest the correctness of entries in the books cov- 
ering agents' reports, and of bills for disbursements at the 
home office and agencies, and make a comparison of the 
same with the authorization therefor. 



New York Life Insurance Company. 273 

(5.) Report to the board of trustees monthly a resume 
of his work for the previous month, and to the president 
whenever he shall call upon him to do so, or as often as the 
comptroller shall deem it proper ; all such reports to be 
made in writing. 

11. A medical director shall be appointed by the board, 
who shall hold his office during the pleasure of the board. 
He may, with the approval of the president, appoint one 
or more assistant medical directors, who may be removed 
in like manner. He, or one of the assistant medical 
directors, shall examine every application for insurance, 
shall examine all proofs of death submitted for his opin- 
ion, and shall perform such other duties as the president 
or board of trustees may direct. 

12. The officers of the company, in conformity with the 
first section of these by-laws, may make contracts for all 
and every insurance pertaining to life, and receive and 
execute trusts, make endowments, and grant, purchase 
and dispose of annuities ; but no risk shall be taken on 
any life not advised by the medical director or one of the 
assistant medical directors, unless by special direction of 
the board of trustees. No insurance involving a greater 
risk than one hundred thousand dollars ($100,000) shall 
be made upon any one life. All contracts pursuant to 
this section shall be made and signed by two of the fol- 
lowing officers: President, vice-president, second vice- 
president, actuary and secretary. 

13. The standing committees shall be as follovv^s: 
ist. A finance committee to consist of seven trustees. 

'2d. An executive committee to consist of three trustees, 
with the president as chairman. 

3d. An agency committee, to consist of four trustees, 
one of the vice-presidents to be chairman, making a com- 
mittee of five. 

4th. A loss committee, to consist of six trustees, three 
of whom shall constitute a quorum. 

5th. An auditing committee, to consist of five trustees. 

A majority of any committee shall constitute a quorum, 
except as hereinabove provided. 



274 New York Life Insurance Company. 

14. It shall be the duty of the finance committee to 
take and have a personal supervision of the funds of the 
company ; to direct the mode, manner and time of mak- 
ing and calling in investments ; provided, however, that 
no loan or investment shall be made without the consent 
of all the members of the committee present. They shall 
examine all accounts, funds and securities as often as 
they may deem necessary, or when required by the board; 
report to each stated meeting, and as often as requested 
by the board ; and in particular, report at the meeting at 
which the annual statement is presented, the condition of 
the funds, securities and investments of the company, 
with such suggestions as may, in their opinion, promote 
the interest of the company. 

15. It shall be the duty of the executive committee to 
meet on the call of the president and consider such affairs 
of the company generally as may be presented for their 
consideration. 

16. It shall be the duty of the agency committee to 
have a general supervision over the agents of the com- 
pany, and to report to the board, from time to time, such 
matters as in their judgment may require the board's 
approval and sanction. 

17. It shall be the duty of the loss committee to exam- 
ine all proofs of death, and to report at each stated meet- 
ing the names and residences of the persons dying, and 
the sums insured. The committee, or the president and 
vice-president acting together, may order the payment of 
death-claims. 

18. It shall be the duty of the auditing committee to 
examine the disbursements, and pass upon all accounts 
and bills, and the current expenses of the company, and 
to make report thereof, at each stated meeting. 

19. It shall be the duty of all the standing committees 
to convene on the call of the president, or in his absence, 
of either the vice-president or second vice-president. 

The reports of all committees shall be in writing, and 
shall be signed by such members as concur therein, and 
minutes of the meetings of committees shall be kept, and 
submitted to the board when called for. 



New York Life Insurance Company. 275 

20. All investments in stocks, mortgages, registered 
securities and real estate shall stand in the name of the 
"New York Life Insurance Company," and not in the 
name of any individual as an officer of the company. 

21. All moneys belonging to the company shall be 
deposited to the credit of the New York Life Insurance 
Company in such bank or banks as shall be designated 
from time to time by resolution of the finance committee, 
and shall be drawn only on the joint checks or drafts of 
two of the following persons: The president, vice presi- 
dent, second vice-president, treasurer, actuary, secretary 
and such other persons as may from time to time be 
designated by the board of trustees, and shall be payable 
to the order of the person entitled to receive the money. 

22. No trustee or officer of this company shall, directly 
or indirectly, borrow the funds of this company, or use 
the same except to pay losses and other obligations and 
expenses incurred by the company. 

23. Whenever a vacancy occurs in the board of trus- 
tees it shall be the duty of the executive committee to 
nominate, at a stated meeting of the board, a candidate to 
fill such vacancy, such nomination to lie over until the 
next stated meeting, at which time the election shall be 
held by ballot, and the person receiving a majority of the 
votes of those present shall fill such vacancy for the 
remainder of the term. 

Whenever a vacancy occurs in the office of inspector of 
election it shall be filled by the executive committee. 

24. The treasurer shall give a bond for the faithful 
performance of the duties of his office, for such amount 
and with such sureties as .shall be approved by the execu- 
tive committee, and such bond shall be kept in force dur- 
ing his term of office, unless otherwise ordered by resolu- 
tion of the board. 

25. At all stated meetings the following shall be the 
order of business: 

ist. Minutes of the last meeting read, corrected and 
approved. 

2d. Report of the finance committee. 
3d. Report of the loss committee. 



276 New York Life Insurance Company. 

4tli. Report of the auditing committee. 
5th. Report of the comptroller. 
6th. Report of the agency committee. 
7th. Reports of special committees. 
8th. Miscellaneous business. 

26. Any alteration or amendment of the by-laws must 
be first proposed at a stated meeting, and such proposed 
alteration or amendment may be considered only at a sub- 
sequent stated meeting, and may be adopted only by the 
concurrence of a majority of the whole board. 

27. All former by-laws are hereby repealed. 



Northwestern Mutual Life Insurance Company. 277 



CHARTER AND BY-LAWS OF THE NORTH- 
WESTERN MUTUAL LIFE INSURANCE 
COMPANY, OF MILWAUKEE, WIS. 

Chapter 129. Private and Local Laws, 1857 
An Act to incorporate the Mutual Life Insurance Com- 
pany of the State of Wisconsin. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. Thomas Lappin, M. C. Smith, W. W, 
Holden, David Noggle, Edward McKey, Solomon Hut- 
son, James H. Knowlton, John P. Dickson, Joseph A. 
Sleeper, Edward L. Dimock, B. F. Pixley, John Hackett, 
John M. Keep, Matt. H. Carpenter, Charles Kuehn, 
Simeon Mills, James Niel, J. F. Willard, John Mitchell, 
James R. Doolittle, George C. Northrop, H. J. Ullman, 
Anson Eldred, H. H. Camp, J. B. Martin, Luke Stough- 
ton, L. J. Farwell, H. L. Dousman, J. Allen Barber, 
John H. Rountree, George W. Lee, James H. Earnest, 
A. Ludlow, James Bintliff, Peter Myers and Lucius G. 
Fisher, and all other persons who may hereafter associate 
with them in the manner hereinafter prescribed, shall be 
and are declared a body politic and corporate by the 
name of ' 'Mutual Life Insurance Company of the State of 
Wisconsin," and by that name may contract and be con- 
tracted with, sue and be sued, defend and be defended 
against in any and all courts. 

Sec. 2. This corporation shall have no powers or priv- 
ileges, except such as are expressly granted by this 
charter. 

Sec. 3. The corporation hereby created shall have the 
power to ilisure the lives of its respective members and 



278 Northwestern Mutual Life Insurance Company. 

to make all and every insurance appertaining to, or con- 
nected with life risks, and to grant and purchase annu- 
ities. The real estate which it shall be lawful for this 
corporation to purchase, hold, possess and convey shall be: 

ist. vSuch as shall be requisite for its immediate accom- 
modation in the convenient transaction of its business. 

2d. Such as shall have been mortgaged to it in good 
faith, by way of security, for loans previousl}'' contracted, 
or for money due. 

3d. Such as shall have been conveyed to it, in satisfac- 
tion of debts previously contracted in the course of its 
dealings. 

4th. Such as shall have been purchased at sales upon 
judgments, decrees or mortgages obtained or made for 
such debts. 

The said corporation shall not purchase, hold or con- 
vey real estate in any other case, or for any other purpose, 
and all such real estate as shall not be necessary for the 
accommodation of said company, and the convenient 
transaction of its business, shall be sold and disposed of 
within six years after the said company shall have ac- 
quired title to the same. 

Sec. 4. Persons who shall hereafter insure with the 
said corporation, and also their heirs, executors, adminis- 
trators and assigns, continuing to be insured in said cor- 
poration as hereinafter provided, shall thereby become 
members thereof during the period they shall remain 
insured by such corporation, and no longer. 

Sec. 5. All the corporate powers of said board of trust- 
ees, and such officers and agents as they may appoint {sic). 
The board of trustees shall consist of thirty-six persons, 
all of whom must be citizens of this State. They shall 
elect a president annually, who shall be a member of the 
corporation, and they shall have power to declare by 
by-laws what number of trustees less than a majority of 
the whole, but not less than nine, shall be a quorum for 
the transaction of business, and nine shall be such quorum, 
until otherwise provided by by-laws. The trustees shall 
also have power to make all such by-laws as shall be 



Northwestern Mutual Life Insurance Company. 279 

needful or proper to the due exercise of the powers hereby- 
granted. 

Sec. 6. The persons named in this act shall constitute 
the first board of trustees, and they shall at their first 
meeting divide themselves by lot into four classes of nine 
each. The term of the first class shall expire at the end 
of one year; the term of the second class shall expire at 
the end of two years; the term of the third class shall 
expire at the end of three years; the term of the fourth 
class shall expire at the end of the fourth year, and so on 
successively each and every year. The seats of these 
classes shall be supplied by the members of this corpora- 
tion, a plurality of the votes cast constituting a choice — 
but an insurance of at least one thousand dollars in 
amount shall be necessary to entitle any member to a 
vote. This section shall not be construed to prevent a 
trustee going out from being eligible to a re-election. The 
board of trustees may fill any vacancies in their number 
occasioned by death, resignation or by removal from the 
State. The election of trustees shall be held on the first 
Monday of June, in each and every year, at such place in 
the city of Janesville as the board of trustees shall desig- 
nate, of which they shall give at least four weeks previous 
notice in two of the public newspapers printed in Milwau- 
kee, Madison and Janesville, and the board of trustees at 
the same time shall appoint three of the members of the 
said corporation inspectors to preside at such election, and 
if any of said inspectors decline or fail to attend, the trus- 
tees shall appoint others to fill such vacancies. 

Sec. 7. Every person who shall become a member of 
this corporation, by eflfecting insurance therein, shall the 
first time he effects insurance, and before he receives his 
policy, pay the rates that shall be fixed upon and deter- 
mined by the trustees, and no premium so paid shall ever 
be withdrawn from said company, except as hereinafter 
provided, but shall be liable to all the losses and expense in- 
curred by this company during continuance of its charter. 

Sec. 8. The trustees shall determine the rates of insur- 
ance and the sums to be insured. 



280 Northwestern Mutual Life Insurance Company. 

Sec. 9. It shall be lawful for said corporation to invest 
the said premiums in the securities designated in the two 
following sections, and to sell, transfer and change the 
same, and reinvest the funds of said corporation when the 
trustees shall deem expedient. 

Sec. 10. The whole of the premiums received for 
insurance by said corporation, except as provided for in 
the following section, shall be invested in bonds secured 
by mortgages on unincumbered real estate within this 
State. The real estate or other property to secure such 
investment of capital shall in every case be worth twice 
the amount loaned thereon. 

Sec. ti. The trustees shall have power to invest a cer- 
tain portion of the premiums received not to exceed one- 
half thereof in public stocks of the United States, or of 
this State, or of any incorporated city of this State. 

Sec. 12. Suits at law may be maintained by said cor- 
poration against any of its members for any cause relat- 
ing to the business of said corporation. Suits at law may 
also be prosecuted and maintained by any member against 
said corporation, for loss by death, if payment is withheld 
more than three months after the company is duly noti- 
fied of such losses, and no member of the corporation shall 
be debarred his testimony as a witness in any such cause 
on account of interest in such suit, or of his being a mem- 
ber of said company, and no member of the corporation 
not being in his individual capacity a party to such suit, 
shall be incompetent as a witness in any such suit on 
account of his being a member of said company. 

Sec. 13. The officers of said company at the expiration 
of five years from the time that the first policy shall have 
been issued and bear date, and within sixty days there- 
after, and during the first sixty days of every subsequent 
period of five years, shall cause a balance to be struck of 
the affairs of the company, and shall credit each member 
with an equitable share of the profits of said companj', 
and in case of the death of the party whose life is insured, 
the amount standing to his credit at the last preceding 
striking of balance as aforesaid shall be paid over to the 



Northwestern Mutual Life Insurance Company. 281 

person entitled to receive tlie same; any member who 
would be entitled to share in the profits, who shall have 
omitted to pay any premium or anjr periodical payment 
due from him to the company, may be prohibited by the 
trustees from sharing in the profits of the company. No 
member except officers of the company and agents thereof 
shall be personally liable for the losses of the company, 
and such officers and agents, severally, shall be liable, 
but only for the losses arising by reason of their own 
respective neglect or misconduct. 

Sec. 14. On some day in the first thirty days after the 
expiration of the first five years from the time when the 
said company shall issue its first policy, and within the 
first thirty days of every subsequent five years, the offi- 
cers of said company shall cause to be made a general 
balance statement of the affairs of said company, which 
shall be entered in a book prepared for that purpose, 
which shall be subject to the examination of every mem- 
ber of the company, during the usual hours of business, 
for the term of thirty days thereafter. Such statement 
shall contain: ist. The amount of premiums received dur- 
ing said period. 2d. The amount of expenses of said 
company during the same period. 3d. The amount of 
losses incurred during said period. 4th. The balance 
remaining with the said company. 5th. The nature ot 
the security on which the same is invested or loaned and 
the amount of cash on hand. 

The said company shall also make and transmit to the 
secretary of State, on thefirstMonday of January, in each 
year, a full statement of its affairs, in the same or like 
manner as moneyed corporations are required to do. 

Sec. 15. The operations and business of this corpora- 
tion shall be carried on in the city of Janesville, at such 
place as the trustees shall direct, so far as the same can 
be done at a principal office. 

Sec. 16. No policy shall be issued by said company 
until application shall be made for insurance in the aggre- 
gate for two hundred thousand dollars at least. The 
trustees shall have the right to purchase for the benefit of 



282 Northwestern Mutual Life Insurance Company. 

the company all policies of insurance or other obligations 
issued by the said company. 

Sec. 17. It shall be lawful for any married woman, by 
herself and in her name, or in the name of any third per- 
son, with his assent as her trustee, to cause to be insured 
for her sole use the life of her husband for any definite 
period, or for the term of his natural life, and in case 01 
her surviving her husband, the sum or net amount of the 
insurance becoming due and payable by the terms of the 
insurance shall be payable to her, to and for her own 
use, free from the claims of the representatives of her hus- 
band, or of any of his creditors, but such exemption shall 
not apply where the amount of premium annually paid 
shall exceed three hundred dollars. In case of the death 
of the wife before the decease of her husband, the amount 
of the insurance may be made payable after death to her 
children for their use, and to their guardian if under age. 
' Sec. 18. This action shall be perpetual, but the legis- 
lature may at any time alter or amend the same. 

Sec. 19. This act is hereby declared a public act, and 
shall be printed by the State printer immediately, and 
when so printed the same shall take eflfect and be in full 
force 

Wyman Spooner, Speaker of the Assembly. 

Arthur McArthur, I^ieut. Gov. and Prest. of Senate. 

Approved March 2, 1857. 
Coles Bashford. 
Chapter 169. Private and Local Laws, 1858. 
An Act to amend an act to incorporate the Mutual Life 

Insurance Company of the State of Wisconsin, ap- 
proved March 2, 1857. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. The Mutual Life Insurance Company 01 
the State of Wisconsin shall have a common seal and 
shall have power to make re-insurance of any risks which 
they may have taken, and may make all such by-laws, 
not inconsistent with the constitution and laws of this 



Northwestern Mutual Life Insurance Company. 283 

State, as may be deemed necessary for the appointmect 
of its officers and agents, and the conduct of its affairs in 
the various cities and towns of this State, and of sister 
States, and foreign governments, as the said corporation 
may deem most for its interest. 

Sec. 2. Any officer, agent or trustee who shall be con- 
victed of having abstracted or taken any money or evi- 
dence of debt, or property belonging to this corporation, 
and shall have disposed of it or have placed it beyond the 
reach of the officers of this corporation, without having 
first had authority from the board of trustees or from the 
finance committee, by a resolution entered upon their 
books so to do, shall be deemed guilty of a felony, and 
shall be adjudged to pay a fine in a sum not exceeding 
five times the amount of the sum proved to have been 
abstracted, and shall be sentenced to confinement in the 
State prison for not more than five years, in the discretion 
of any court having cognizance thereof. 

Skc. 3. Any member of this company shall have the 
right to vote by proxy as well as in person. 

Sec. 4. It is hereby declared that in the judgment of 
the legislature of this State the objects of the foregoing 
amendments cannot be attained under general laws. 

Sec. 5. This act shall take effect and be in force from 
and after its passage. 

F. C. LovELL, Speaker of the Assembly. 
H. H. Giles, President of the Senate, pro. tern. 
Approved April 24, 1858. 
Alex. W. Randall. 

Chapter 35. Private and Local I^aws, 1859. 

An Act to amend the charter of the Mutual Life Assurance 
Company of the State of Wisconsin. 

The People of the State of Wisconsin represented in ^^ 

Senate and Assembly do enact as follows: \m 

Sec. I . The annual report required to be made by 
section one of chapter one hundred and three of the gen- 
eral laws of 1858, may be made by the "Mutual Life 



284 Northwestern Mutual Life Insurance Company. 

Assurance Company" of the State of "Wisconsin, in the 
month of June, of each and every year. 

Sec. 2. The words "in the city of Jan esville," where 
they occur in the sixth and fifteenth sections of the act 
incorporating said company, are hereby stricken out. 

Sec. 3. This act shall take effect and be in force from 
and after its passage. 

Wm. p. IvYOn, Speaker of the Assembly. 

K. D. Campbell, Lieut. Gov. and Prest. of Senate. 

Approved February 23, 1859. 
Alex. W. Randall. 

Chapter 323. General Laws, 1863. 
An Act to amend Chapter One Hundred and Twenty- 
nine of the Private and Local Laws of 1857 entitled 

"An act to incorporate the Mutual Life Insurance 

Company of the State of Wisconsin." 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. Section five of chapter one hundred and 
twenty-nine of the private and local laws of 1857, entitled 
"An act to incorporate the Mutual Life Insurance Com- 
pany of the State of Wisconsin, ' ' is hereby so amended as 
to read as follows, viz. : 

"Sec. 5. All the corporate powers of the said company 
shall be vested in, and exercised by a board of trustees 
and such committees and officers and agents as thej'- may 
appoint. The board of trustees shall consist of thirty- 
six persons. They shall elect a president annually, who 
shall be a trustee and a member of the corporation, and 
they shall have power to declare by by-law what number 
of trustees, less than a majority of the whole, but not less 
than nine, shall be a quorum for the transaction of busi- 
ness, and nine shall be such quorum until otherwise pro- 
vided by by-law. The trustees shall have power to make 
all such by-laws as shall be needful or proper to the 
exercise of the powers hereby granted." 

Sec. 2. Section six of the said act is hereby so 
amended as to read as follows, viz.: 



Northwestern Mutual Life Insurance Company. 285 

"Sec. 6. The persons named in this act shall constitute 
the first board of trustees, and they shall at their first 
meeting divide themselves by lot into four classes of nine 
each. The term of the first class shall expire at the end 
of one year; the term of the second class shall expire at 
the end of two years; the term of the third class shall 
expire at the end of three years; the term of the fourth 
class shall expire at the end of the fourth year, and so 
on successively each and every year. The seats of these 
classes shall be supplied by the members of this corpora- 
tion, a plurality of the votes cast constituting a choice, 
but an insurance of at least One thousand dollars in 
amount shall be necessary to entitle any member to a vote. 
This section shall not be construed to prevent a trustee, 
going out, from being eligible to a re-election. The board 
of trustees may fill any vacancies in their number occa- 
sioned by death, resignation or in any other manner. 
The election of trustees shall be held at the office of said 
company in the city of Milwaukee, on the second 
Wednesday of June in each year, of which they shall 
give at least four weeks previous notice in one or more of 
the public newspapers printed in Milwaukee and Madison, 
and the board of trustees at the same time shall also 
appoint three of the members of the said corporation 
inspectors, to preside at such election; and if any of said 
inspectors decline, or fail to attend, the trustees shall 
appoint others to fill such vacancies. ' ' 

Sec. 3. Section ten of the said act is hereby amended 
as to read as follows: 

"Sec. 10. The whole of the premiums received for 
insurance by said corporation, except as provided for in 
the following section, shall be invested in bonds secured 
by mortgages on unincumbered real estate. The real 
estate or property to secure such investment or capital shall 
in every case be worth twice the amount loaned thereon." 

Sec. 4. Section eleven of said act is hereby so amended 
as to read as follows, viz.: 

' 'Sec. 1 1 . The trustees shall have power to invest a 
certain portion of the premiums received, not to exceed 



286 Northwestern Mutual Life Insurance Company 

one-half thereof, in public stocks of the United States or 
of this State, or of any incorporated city of this State; 
and the company may loan to policyholders in said com- 
pany, from time to time, sums not exceeding one-half of 
the annual premium on such policies, upon notes to be 
secured by the policy of the person to whom the loans 
may be made." 

Sec. 5. The said company may cause a balance to be 
struck of the affairs of said company, and a dividend of 
its profits to be made among the members thereof, as pro- 
vided in section thirteen of the said act of incorporation 
thereof, annually, biennially, triennially, or once in five 
years, as the board of trustees may determine, and the 
dividend of profits when so made may at the option of 
each member entitled thereto, and with the consent ot 
the board of trustees, be appropriated to the purchase of 
additional insurance, or in reduction of or toward the 
payment of annual premiums, or credited to the insured, 
to be paid over at the decease of the insured to the per- 
son entitled to receive the same in the same manner and 
upon the same conditions as the amount insured by the 
policy of such member. 

Sec. 6. This act shall take effect and be in force from 
and after its passage. 

J. Allen Barber, Speaker of the Assembly. 
Wyman Spooner, President of the Senate. 

Approved March 23, 1863. 

Edward Salomon, Governor. 

Chapter i. General Laws, 1865. 

An Act to change the name of the Mutual Life Insurance 

Company of the State of Wisconsin. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. That the corporate name of the Mutual 
Life Insurance Company of the State of Wisconsin, a 
corporation duly created by and organized pursuant to an 
act entitled "An act to incorporate the Mutual Life 
Insurance Company of the State of Wisconsin," 



Northwestern Mutual Life Insurance Company. 287 

approved March 2, 1857, and the several acts amendatory 
thereof, be, and the same is hereby changed to "The 
Northwestern Mutual Life Insurance Company," and by 
the latter name the said "The Mutual Life Insurance 
Company of the State of Wisconsin" shall hereafter be 
known in all courts and places, and enjoy the same cor- 
porate rights and franchises, and be subject to the same 
duties, obligations and liabilities, as by said former name; 
and the said corporation may hereafter sue and be sued, 
plead and be impleaded, answer and be answered unto, 
in all courts and places by the said name of ' 'The North- 
western Mutual Life Insurance Company," for, upon, 
and by reason of any contract, liabilities, or cause of 
action made, had, incurred or suffered by said corpora- 
tion prior to the time this act shall take effect, with the 
same effect and in the same manner as if the same had been 
made, had, incurred, or suffered in and by the said name 
of "The Northwestern Mutual Life Insurance Company." 
Sec. 2. The annual meeting of the members of said 
company for the purpose of electing trustees thereof 
shall, after the year (A. D.) 1865, be held on the second 
Wednesday of January in each year, and the trustees who 
shall be elected at the annual meeting of the said com- 
pany, which shall be held on the second Wednesday of 
June, A. D. 1865, shall hold their offices until the second 
Wednesday of January, one thousand eight hundred and 
sixty-nine, and the term of office of those trustees now 
in office which would expire, but for the passage of this 
act, on the second Wednesday of June in the years one 
thousand eight hundred and sixty-six, one thousand 
eight hundred and sixty-seven and one thousand eight 
hundred and sixty-eight, shall expire, and their succes- 
sors may be chosen at the annual meeting to be held on 
the second Wednesday of January in each ot said years 
respectivel3^ The trustees elected at the annual meet- 
ing to be held on the second Wednesday of January, 
A. D. 1866, and annually thereafter shall hold their 
respective offices for four years unless sooner removed 
according to law. 



288 Northwestern Mutual Life Insurance Company. 

Sec. 3. This act shall take effect and be in force from 
and after the first day of March, A. D. one thousand 
eight hundred and sixty-five. 

Wm. W. Field, Speaker of the Assembly. 
Wyman Spooner, President of the Senate. 

Approved January 20, 1865. 

James T. Lewis, Gov. Wisconsin. 
Chapter 371. Private and Local Laws, 1869. 
An Act to amend an act entitled "An act to incorporate 

the Mutual Life Insurance Company of the State of 

Wisconsin," approved March 2, 1857, and the several 

acts amendatory thereof. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. Section eleven of an act entitled "An act 
to incorporate the Mutual Life Insurance Company of the 
State of Wisconsin," approved March 2, 1857, is hereby 
so amended as to read as follows: "Section 11. The trus- 
tees shall have power to invest a certain portion of the 
premiums received, not to exceed one-half thereof in 
public stocks of the United States, or of this Slate, or of 
any incorporated city of this State. And the company 
may loan to policyholders in said company from time to 
time sums not exceeding one-half the annual premiums 
on their policies, upon notes to be secured by the policy 
of the person to whom the loans may be made ; provided, 
however, that said trustees are hereby authorized at their 
discretion to invest so much of the assets of the said com- 
pany in the State bonds or other securities of any State of 
the United States in which they may desire to transact the 
business of life insurance as may be necessary to comply 
with the requirements of the laws of such State relating to 
life insurance companies incorporated bj' other States." 

Sec. 2. This act shall take effect and be in force from 
and after its passage. 

A. M. Thomson, Speaker of the Assembly. 

G. C. Hazelton, President of the Senate pro tem. 

Approved March 9, 1869. 

Lucius Fairchild, Governor. 



Northwestern Mutual Life Insurance Company. 289 

Chapter 329. Private and lyocal lyaws, 1870. 
An Act to amend Chapter 129 of the Private and lyOcal 
lyaws of 1857, entitled "An act to incorporate the 
Mutual Life Insurance Company of the State of Wis- 
consin," approved March 2, 1857, the name of which 
has since been changed to the ' 'Northwestern Mutual 
Life Insurance Company, ' ' and the several laws amend- 
atory thereof. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i . Chapter 1 29 of the private and local laws 
of 1857, entitled "An act to incorporate the Mutual Life 
Insurance Company of the State of Wisconsin," approved 
March 2, 1857, the name of which corporation was 
changed to the "Northwestern Mutual Life Insurance 
Company," by an act entitled "An act to change the 
name of the Mutual Life Insurance Company of the State 
of Wisconsin," approved January 20, 1865, and pub- 
lished and designated as chapter one of the supplement 
to private and local laws of 1865, is hereby amended by 
inserting in the said original act immediately after sec- 
tion eighteen the following, to stand as sections 19, 20 
and 21. 

' 'Section 19. The annual meeting of the members of the 
said Northwestern Mutual Life Insurance Company, for 
the purpose of electing trustees thereof, shall be hereafter 
held on the last Wednesday of January, in each year, arid 
the trustees elected at each annual election hereafter held 
shall hold their respective offices for four years, unless 
sooner removed according to law ; except such as may be 
elected to fill vacancies, who shall hold their respective 
offices until the expiration of the term of office of the 
class of trustees to which they may respectively belong. 
The trustees now in office shall hold their respective 
offices until the day of the annual election, at which their 
successors are to be elected, pursuant to this section, 
unless sooner removed according to law. 

' 'Section 20. No person shall be eligible to the office of 
trustee of the said company unless he shall have effected 



290 Northwestern Mutual Life Insurance Company. 

an insurance upon his own life for the benefit of himself, 
his wife, heirs or representatives for at least five thousand 
dollars, which shall be in full force and effect, on which 
he shall have paid the premium for at least one year. 
Every trustee of the said company shall during his whole 
term of service be a citizen of the United States, and at 
least two-thirds of all the trustees of the said company 
who may be hereafter elected shall have resided in this 
State one year next preceding their election, and be resi- 
dents of the same during their continuance in office. The 
number of persons eligible to the office of trustee in said 
company, equal to the number of trustees to be elected at 
each annual election, who shall receive the highest num- 
ber of votes cast thereat, shall be chosen trustees. An 
insurance of at least one thousand dollars effected by a 
person upon his own life, or upon the life of another for 
his own benefit, or the benefit of his wife, heirs or per- 
sonal representatives, shall be necessary to entitle any 
member to a vote, and each member shall be entitled to 
one vote for each one thousand dollars of insurance he 
may have effected in said company as aforesaid, such 
insurance being in force at the time of the election. 

"Section 21. Members of said company may vote by 
proxies dated and executed within sixty days next pre- 
ceding and returned to the chief office of the said com- 
pany, for examination and registry upon the books of the 
company at least three days previous to the meeting of 
the members of the company at which the same are to 
be used, but no person shall be allowed to cast by proxy 
more than one hundred votes in addition to the votes to 
which he may be entitled as a member of the companj-, 
on his own insurance ; and no officer, trustee, agent or 
employe of said company shall act or be entitled to vote 
as proxy for an absent member. ' ' 

Sec. 2. Section nineteen of said original act is hereby 
numbered section 22, and section two of chapter one of 
the supplement to the private and local laws of 1865, 
entitled "An act to change the name of the Mutual Life 
Insurance Company of the State of Wisconsin," approved 



Northwestern Mutual Life Insurance Company. 291 

January 20, 1865, and all provisions of the act of which 
this act is amendatory, conflicting with the provisions of 
this act, are hereby repealed. 

Sec. 3. This act shall take effect and be in force from 
and after its passage. 

J. M. Bingham, Speaker of the Assembly. 
Thad. C. Pound, President of the Senate. 
Approved March 15, 1870. 

lyUCius Fairchild, Governor. 
Chapter 192. General Ivaws, 1882. 
An Act to change the time of holding the Annual Meeting 
of the Members of the Northwestern Mutual Life Insur- 
ance Company for the election of Trustees and OflBcers. 
The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. The annual meeting of the members of 
the Northwestern Mutual Life Insurance Company, to be 
held in the year 1883, for the purpose of electing trustees 
and officers thereof, shall be held on the third Wednes- 
day of July, 1883, and such annual meeting shall there- 
after be held on the third Wednesday of July, in each 
year, and the trustees elected at each annual election 
hereafter held shall hold their respective offices for four 
years unless sooner removed according to law, except 
such as may be elected to fill vacancies, who shall hold 
their respective offices until the expiration of the term of 
office of the class of trustees to which they may respect- 
ively belong. The trustees now in office shall hold their 
respective offices until the day of the annual election at 
which their successors are to be elected, pursuant to this 
section, and the present officers shall hold their respective 
offices until the annual meeting to be held on the third 
Wednesday of July, A. D. 1883, unless sooner removed 
according to law. 

Sec 2. This act shall take effect and be in force from 
and after its passage and publication. 

Sam S. Fifield, President of the Senate. 
Franklin L- Gilson, Speaker of the Assembly. 
Approved March 23, 1S82. J. M. Rusk, Governor. 



292 Northwestern Mutual Life Insurance Company. 

Chapter 199. Laws, 1885. 
An Act to amend an act entitled "An act to incorporate 

the Mutual Life Insurance Company of the State ot 

Wisconsin," approved March 2, 1857, and the several 

acts amendatory thereof. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. Section 3 of an act entitled "An act to 
incorporate the Mutual Life Insurance Company of the 
State of Wisconsin," approved March 2, 1857, i^ hereby 
amended by striking out the word "immediate" in the 
eighth line of said section, and also by striking out the 
word "six" in the twenty-fifth line of said section, and 
inserting in lieu thereof the v/ord "ten," and by adding 
to said section the following, viz.: "unless said corpora- 
tion shall procure a certificate from the commissioner of 
insurance of this State that it will suffer materially from 
a forced sale thereof, in which event the sale may be 
postponed for such period as such commissioner may 
therein direct ; provided, that whenever any real estate 
occupied by said corporation in the transaction of its busi- 
ness shall no longer be required for that purpose, by rea- 
son of the occupation of other real estate for the same 
purpose, or for any other cause, such real estate shall be 
sold within ten years after the time it shall cease to be so 
occupied, subject, however, to the right of postponement 
above mentioned ;" so that said section, when amended, 
shall read as follows, viz.: "Section 3. The corporation 
hereby created shall have the power to insure the lives ot 
its respective members, and to make all and every insur- 
ance appertaining to or connected with life risks, and to 
grant and purchase annuities. The real estate which it 
shall be lawful for this corporation to purchase, hold, 
possess and convey shall be: 

1st. Such as shall be requisite for its accommodation in 
the convenient transaction of its business. 

2d. Such as shall have been mortgaged to it in good 
faith, by way of security for loans previously contracted 
or for money due. 



Northwestern Mutual Life Insurance Company. 393 

3d. Sucli as shall have been conveyed to it in satisfaction 
of debts previously contracted in the course of its dealings. 

4th. Such as shall have been purchased at sales upon 
judgments, decrees or mortgages obtained, or made for 
such debts. The said corporation shall not purchase, 
hold or convey real estate in any other case, or for any 
other purpose ; and all such real estate as shall not be 
necessary for the accommodation of said company in the 
convenient transaction of its business shall be sold and 
disposed of within ten years after the said company shall 
have acquired title to the same, unless said corporation 
shall procure a certificate from the commissioner oi insur- 
ance of this State that it will suffer materially from a 
forced sale thereof, in which event the sale may be post- 
poned for such period as such commissioner may therein 
direct ; provided, that whenever any real estate occupied 
by said corporation in the transaction of its business shall 
no longer be required for that purpose, by reason of the 
occupation of other real estate for the same purpose or for 
any other cause, such real estate shall be sold within ten 
years after the time it shall cease to be so occupied, subject, 
however, to the right of postponement above mentioned." 

Skc. 2. This act shall take effect and be in force from 
and alter its passage and publication. 

Saml. S. Fifield, President of the Senate. 
Hiram O. Fairchild, Speaker of the Assembly. 

Approved March 31, 1885. 
J. M. Rusk, Governor. 

Chapter 328. Laws 1887. 
An Act to amend an act entitled "An act to incorporate 

the Mutual Life Insurance Company of the State of 

Wisconsin," approved March 2, 1857, and thes everal 

acts amendatory thereof. 

The People of the State of Wisconsin represented in 
Senate and Assembly do enact as follows: 

Section i. Section 10 of chapter 129 of the private 
and local laws of 1857, entitled 'An act to incorporate 
the Mutual Life Insurance Company of the State of Wis- 
consin," approv^ed March 2, 1857, ^s amended by section 



294 Northwestern Mutual Life Insurance Company. 

3 of chapter 323 of the general laws of 1863, is hereby- 
amended by inserting the words "or notes" after the word 
''bonds" in the fifth line of said section 3, and by striking 
out the word "or" in the seventh line of said section 3, 
and inserting in lieu thereof the word ' 'of, ' ' so that said 
section 10, when amended, shall read as follows, viz. : 
"Section 10. The whole of the premiums received for 
insurance by said corporation, except as provided for in 
the following section, shall be invested in bonds or notes 
secured by mortgages on unincumbered real estate. The 
real estate or property to secure such investment of cap- 
ital shall in every case be worth twice the amount loaned 
thereon." 

Sbc. 2. Section 13 of said chapter 129, as modified and 
amended by section 5 of chapter 323 of the general laws 
of 1863, is hereby amended by striking out that part of 
said section 1 3 from the beginning thereof to and includ- 
ing the words ' 'the same' ' in the twelfth line thereof, and 
by striking out that part of said section 5 from the begin- 
ning thereof to and including the words "may determine" 
and by inserting in lieu thereof the words "the said com- 
pany may make distribution of its surplus or profits, on 
equitable principles, annually, or once in two, three, four 
or five years, in such amounts as the trustees thereof may 
determine. In determining the amount to be distributed, 
they shall hold such funds in reserve as they may con- 
sider sufiQcient to enable the company to meet its ol^liga- 
tions, but in no case less than the aggregate net value of 
all the outstanding policies, computed by the American 
Experience Table, with interest not exceeding four and 
one half per cent;" so that said section 13, when amended 
shall read as follows, viz.: "Section 13. The said com- 
pany may make distribution of its surplus or profits, on 
equitable principles, annually, or once in two, three, four 
or five years, in such amounts as the trustees thereof may 
determine. In determining the amount to be distributed 
they shall hold such funds in reserve as they may con- 
sider sufficient to enable the company to meet its obliga- 
tions, but in no case less than the aggregate net value of 



Northwestern Mutual Life Insurance Company. 295 

all the outstanding policies, computed by the American 
Experience Table, with interest not exceeding four and 
one-half per cent. The dividend of profits, when so made, 
may, at the option of each member entitled thereto, and 
with the consent of the board of trustees, be appropri- 
ated to the purchase of additional insurance, or in reduc- 
tion of, or toward the payment of annual premiums, or 
credited to the insured, to be paid over at the decease of 
the insured to the person entitled to receive the same, in 
the same manner and upon the same condition as the 
amount insured by the policy of such member. Any mem- 
ber who would be entitled to share in the profits who 
shall have omitted to pay any premium or any periodical 
payment due from him to the company may be prohibited 
by the trustees from sharing in the profits of the com- 
pany. No member except officers of the company and 
agents thereof shall be personally liable for the losses of 
the company, and such officers and agents severally shall 
be liable, but only for the losses arising by reason of their 
own respective neglect or misconduct." 

Sec. 3. Section 17 of said chapter 129 relating to 
insurance for the benefit of married women is hereby 
repealed. 

Sec. 4. This act shall take effect and be in force from 
and after its passage and publication. 

Charles K. Erwin, Prest. protem. of the Senate. 

T. B. Miles, Speaker of the Assembly. 
Approved April 6, 1887. 

J. M. Rusk, Governor. 

BY-I.AWS. 



Section i. Stated meetings of the trustees shall be 
held at the general office of the company, in the city of 
Milwaukee, on the last Wednesday in the month of Jan- 
uary, and the third Wednesday in the months of April, 
July and October, and on the Tuesday next preceding 
the third Wednesday in July in each year, at seven 
o'clock p. m., and a report shall be made to them by the 



296 Northwestern Mutual Life Insurance Company. 

president of the business of the company during the pre- 
vious quarter, stating particularly the contracts that have 
been made; the sums of money that have been received, 
and on what account, and the manner in which the same 
have been invested or paid, and the amount remaining on 
hand; and a general balance sheet, exhibiting a full 
statement of the funds, investments, payments and all 
claims for losses, shall be submitted. Similar reports 
shall be prepared monthly, which shall be open to the 
inspection of any member of the board 

Sec. 2. The meeting on the third Wednesday in July 
shall be the annual meeting for the election of officers 
and the appointment of the standing committees herein- 
after designated, and for the transaction of such other 
business as pertains to annual meetings of the board. It 
for any cause the annual meeting of the trustees shall not 
be held at the time appointed or, being held, there shall 
be a failure to elect officers and appoint standing commit- 
tees, such officers and committees m.ay be elected and 
appointed at the next subsequent quarterly meeting, or at 
a meeting specially called for that purpose, of which notice 
shall be given, as provided in section 3 of these b3^-laws. 

Sec. 3. The president may call a special meeting of 
the trustees in his discretion, and he shall call a special 
meeting whenever three of the trustees shall request him 
in writing to do so. All special meetings shall be called 
by a written or printed notice to each trustee, delivered to 
such trustee in person or deposited in the postoffice at 
Milwaukee, directed to the person for whom intended, 
not less than five days previous to the day of the meeting. 

Sec. 4. Nine trustees shall constitute a quorum for the 
transaction of business. 

Sec. 5. Vacancies in the board of trustees may be 
filled by the board at the next or subsequent meeting 
thereof after such vacancy shall occur. Notice of an 
election shall be inserted in the call issued to the trustees 
for the meeting. 

Sec. 6. The officers of the company shall consist of a 
president, vice-president, second vice-president, treasurer, 



Northwestern Mutual Life Insurance Company. 297 

secretary, assistant secretary, second assistant secretary, 
actuary, assistant actuary, medical director, assistant 
medical director and counsel. 

The standing committees of the company to be chosen 
by the board of trustees shall be; ist. An executive 
committee consisting of nine trustees, two of whom shall 
be the president and vice-president. Five members of 
the committee shall constitute a quorum. 2d. A finance 
committee consisting of seven trustees, one of whom shall 
be the president of the company. Four members of said 
committee shall constitute a quorum. 3d. An examining 
committee, consisting of three trustees. The officers and 
standing committees herein designated shall hold their 
office until the next annual meeting of the board after 
their appointment, and until their successors shall be 
appointed. 

Sec. 7. The president shall preside at all meetings of 
the trustees; he shall also attend the meetings of any spe- 
cial committee, when requested by the chairman thereof. 
He shall have the general direction and superintendence 
of the affairs of the company, and in all cases in which 
the duties of the subordinate officers and agents of the 
company are not specially prescribed by the by-laws or 
resolutions of the board they shall obey the orders and 
instructions of the president. The president and secre- 
tary shall have power to make contracts for insurance of 
life, iu conformity with the rules and regulations of the 
board, for the time being. The seal of the corporation 
shall be under the exclusive charge of the president, who 
shall have power to affix the same to all instruments 
requiring it. 

Sec. 8. The vice-president shall perform such appro- 
priate acts and duties as may be assigned to or required 
of him by the board of trustees, the executive committee 
or the president. In case a vacancy shall occur in the 
office of president by death, resignation or otherwise, the 
vice-president shall exercise all the powers and be charged 
with all the duties of the president until the vacancy shall 



298 Northwestern Mutual Life Insurance Company. 

be filled by the board of trustees. In case of the tempor- 
ary absence or disability of the president the powers and 
duties of the president shall, during such temporary 
absence or disability, be exercised by the vice-president 
or second vice-president, as the president or executive 
committee may designate. 

Skc. 9. The second vice-president shall exercise such 
powers and discharge such duties as may be deputed and 
assigned to him by the president or executive committee, 
and in the absence of the president he shall be the presid- 
ing officer of the finance committee. In case of the tem- 
porary absence or disability of both the president and 
vice-president, the powers and duties of president shall be 
exercised by the second vice-president. 

Sec. id. The treasurer shall safely keep the funds of 
the company which shall come to his hands, and disburse 
the same only upon the warrant or check of the presi- 
dent, countersigned by the secretary. 

Sec. II. The secretary shall have general charge and 
supervision of that part of the business of the company 
relating to the issuing of policies and collection of pre- 
miums, and shall conduct the correspondence in connec- 
tion therewith. He shall have authority to sign policies, 
checks, receipts and such other papers and instruments as 
necessarily pertain to the business of his department. It 
shall be his duty to attend the meetings of the board ot 
trustees, and to keep a record of the proceedings thereof, 
and generally he shall perform all such duties as are inci- 
dent to his office. 

Sec. 12. The assistant secretary shall aid and assist 
the secretary in all matters pertaining to his department, 
and in case of and during the absence or disability of the 
secretary he shall have power to discharge all the duties 
of secretary of the company. 

Sec. 13. The second assistant secretary shall be the 
principal officer in charge of the loan department of the 
company, under the supervision of the president, and he 
shall have authority to countersign checks drawn on 



Northwestern Mutual Life Insurance Company. 299 

account of loans made by the company, under the direc- 
tion of the president. In case of the absence or disability 
of the secretary, both the assistant secretary and the sec- 
ond assistant secretary shall have power to sign and 
acknowledge in behalf of the company, conveyances, 
releases of mortgages, assignments and all other instru- 
ments which the secretary is authorized to sign and 
acknowledge, and the execution of which may be found 
necessary in the transaction of the company's business. 

Sec. 14. It shall be the duty of the actuary to make all 
calculations and tables for the present and future use of 
the company, on such principles as may be adopted by 
the board; to audit the quarterly and annual statements; 
to confer with the president and committees; to make 
reports and communications, and to perform such other 
appropriate acts as may be required by the board, its 
committees or the president. 

Sec. 15. The assistant actuary shall aid and assist the 
actuary in all matters pertaining to his office, and in case 
of the absence or disability of the actuary the assistant 
actuary shall discharge the duties of actuary. 

Sec. 16. It shall be the duty of the medical director of 
the company to examine and pass upon all applications 
for insurance received by the company, and, with the 
approval of the president, he shall appoint all medical 
examiners and have supervision over them. He shall 
conduct all correspondence pertaining to the business of 
his department and keep all such records as are made 
necessary in the dispatch of such business, and generallj' 
shall discharge all such duties relating to the medical 
branch of the company's business as are usually per- 
formed by such officer. 

Sec. 17. The assistant medical director shall aid and 
assist the medical director in the performance of the 
duties of that department, and in case of the absence or 
disability of the medical director the assistant shall dis- 
charge the duties of such director. 

Sec. 18. The counsel shall be the legal advisor of the 
company. He shall have, under the supervisory control 



300 Northwestern Mutual Life Insurance Company. 

of the president, the general charge and superintendence 
of the law and abstract department and all matters per- 
taining thereto. All examinations of title shall be made 
under his advice and direction, and it shall be his duty to 
protect the company's interests in all suits at law in 
which the company shall be a partj^ and to conduct all 
correspondence in connection therewith. He shall keep 
full and complete docket entries of all such suits ; 
whenever requested he shall furnish to the board of trus- 
tees, and to any officer of the company, committee or 
head of department, a written or oral opinion, as may be 
desired, upon any question arising in connection with 
the business of the companj^ and generally he shall per- 
form all the duties usually incident to the office of 
counsel. 

Sec. 19. The executive committee .shall possess all the 
power and authority, when the board of trustees is not in 
session, which the board of trustees does or can possess 
when in session, by virtue of the act of incoq^oration, or 
any other act affecting the powers and authority of the 
corporation, or its trustees, or by virtue of these by-laws, 
or any law of this State. Said committee shall have 
authority, in its discretion,to limit the amount to be insured 
on any one life, and .shall also have power to declare the 
principal of notes, bonds and mortgages wholly due and 
payable for default in the paj'ment of any installment ot 
principal or interest thereof, or for breach of any covenant 
or condition therein contained, in accordance with the 
provisions thereof, and shall also have power to authorize 
the sale and assignment of certificates of foreclosure sales 
received and held by the company. The committee shall 
keep a record of all their transactions, which shall be read 
at each quarterly meeting of the board of trustees, and the 
board of trustees, at such quarterly meeting, shall have 
the same power to disapprove, rescind and annul any act 
or transaction of the executive committee, subsequent to 
the last preceding quarterly meeting of the board, that 
they would have to disapprove, rescind or annul anj^ pre- 
vious act or transaction of the board of trustees, and all 



Northwestern Mutual Life Insurance Company. 301 

the acts and transactions of the executive committee not 
disapproved, rescinded or annulled shall be held and 
taken to be approved and confirmed by the board of 
trustees. 

Sec. 20. The finance committee shall have the charge 
of investing and managing the company's assets. They 
shall direct what loans may be made, and fix the terms 
and conditions thereof, determine all applications for the 
extension of the time of payment, or other modification 
of the terms or conditions of outstanding loans, order the 
purchase of bonds or other securities in which the com- 
pany is authorized by law to invest its funds, as they may 
from time to time deem expedient ; authorize the sale 
and conveyance of such real estate as may be owned bj^ 
the company not requisite for its accommodation in the 
convenient transaction of its business, direct the rental ot 
such real estate and the repairs thereof, whenever repairs 
exceeding one hundred dollars ($100.00) may be deemed 
necessary, and may do all such acts and things as they 
may deem necessary or proper, in investing and manag- 
ing the company's assets. 

They shall keep a record of all their transactions, 
which shall be read at each quarterly meeting of the 
board of trustees, unless otherwise ordered ; and the 
board of directors, at such quarterly meeting, shall have 
the same power to disapprove, rescind and annul any act 
or transaction of the finance committee, subsequent to the 
last preceding quarterly meeting of the board, that they 
would have to disapprove, rescind or annul any previous 
act or transaction of the board of trustees, and all acts 
and transactions of the finance committee not disap- 
proved, rescinded or annulled shall be held and taken to 
be approved and confirmed by the board of trustees. 

Sec. 21. The examinmg committee shall, at the close 
of each half-year's business, and in the months of Jan- 
uary and July in each year, and as much oftener as the 
board of trustees may bj^ resolution direct, examine the 
receipts and disbursements of the company for preceding 
six months and report to the board, at each semi-annual 



303 Northwestern Mutual Life Insurance Company. 

and annual meeting, the results of such examina- 
tion. The report to be submitted to the meeting of the 
board held in July in each year shall show the amount and 
condition of the assets of the company at the close of the 
preceding half year, and the report to be submitted to 
the meeting of the board to be held in January in each 
year shall cover the business of the company for the pre- 
ceding fiscal year, and shall show in detail the amount 
and condition of the assets and securities of the company 
at the close thereof. 

Sec. 22. There shall be a committee on insurance and 
agencies, consisting of the president, vice-president, sec- 
ond vice-president, secretary and actuary, three of whom 
shall constitute a quorum; and such committee shall 
advise and confer with the superintendent of agencies in 
regard to the management of the business of that depart- 
ment, and shall superintend the employment of agents 
and the fixing of their compensation; and no salary or 
guaranty contract, or any contract providing for an 
advance to the agent, to be repaid out of his commissions 
on first or renewal premiums, shall be made with any 
insurance agent, unless the same shall be submitted to 
and approved by said com.mittee, but the superintendent 
of agencies may make commission and brokerage con- 
tracts with agents within such limits as to territory, terms 
or compensation as the committee maj' prescribe, without 
submitting them to the committee for approval. 

Ssc. 23. The president, treasurer and secretary' shall 
each give a bond or bonds for the faithful performance of 
their respective duties, and to account for and pay over 
all funds which may come to their hands respectivelj^, as 
such oflScers, in such sums and with such sureties as 
shall be prescribed and approved by the board. Every 
bond so taken shall be so drawn as to remain in force 
until another bond or bonds shall be substituted and 
approved b}^ the board, and such bond or bonds after 
each annual election shall be submitted to the board. 

Sec. 24. Every report of a committee shall be in writ- 
ing and signed by all the members of the committee 



Northwestern Mutual Life Insurance Company. 303 

assenting thereto, and all reports shall be recorded by the 
secretary. 

Sec. 25. Investments of the company's funds may be 
made in the form of notes, as well as bonds, secured by 
mortgages on unincumbered real estate, and no loans 
shall be made by the company on security of country real 
estate, except on improved farms, and then not beyond 
half the value of the property offered as security, exclu- 
sive of the buildings. 

Sec. 26. No interest or matured principal shall be 
allowed to remain due longer than six months, on any 
note or bond and mortgage to the company, without a 
foreclosure or suit being directed by the president, unless 
the finance committee authorize a longer delay. 

Sec. 27. No payment of the principal of notes or bonds 
secured by mortgage on real estate shall be deemed valid 
except upon the joint receipt of the president and secre- 
tary, and this shall be incorporated in the bond as part of 
the contract. 

Sec. 28. Before any loan is made the title ot the prop- 
erty proposed to be mortgaged shall be examined and 
approved by the counsel, and the mortgage and accom- 
panying note or bond, duly reported by counsel to be 
properly executed, shall be delivered to the president 
with the abstract of title and other evidences of legal 
ownership by the applicant for the loan of the mortgaged 
premises. And before, or at the time any money is paid 
to the applicant on account of the loan, the mortgage 
shall be duly filed for record in the proper oflB.ce; the 
abstract of title showing all conveyances affecting the 
premises, together with original searches for judgment, 
mortgage and other liens annexed, and also liens for 
taxes and assessments, and exhibiting a clear, perfect 
and unincumbered title in fee in the applicant, shall be 
continued to the time of such payment. The requisite 
policies of fire insurance shall also be furnished, and such 
other things shall be done and steps taken under the 
direction of the president as in his judgment may be 
deemed necessary to make perfect the company's security 



304 Northwestern Mutual Life Insurance Company. 

and protect its interests. Payment may be made and the 
loan closed through the company's accredited agent 
appointed for the purpose, but in such manner as the 
president shall direct. 

When there are prior incumbrances or liens on the 
premises proposed to be mortgaged to the company, which 
cannot be removed at the time the loan is paid, the finance 
committee may direct the withholding of such an amount 
of funds for the loan, or the taking of such other protec- 
tion as they may deem advisable, as will, in their judg- 
ment, protect the company against such incumbrance or 
lien, and may authorize the payment of the balance of the 
loan to the applicant. 

Sec. 29. The board of trustees shall, at their last stated 
meeting previous to the annual election, appoint three of 
the members of said corporation, who are not trustees, as 
inspectors of said election, and they may authorize the 
president to appoint substitutes in case one or more of 
said inspectors declines or fails to attend. 

In case said meeting shall fail to take place the presi- 
dent may call a special meeting for the purpose aforesaid, 
of which special notice shall be given. 

Sec. 30. No commissions, direct or indirect, shall be 
received by any officer, agent or employe of this com- 
pany for procuring or facilitating loans from the com- 
pany. 

Sec. 31. The by-laws ma}^ be altered at any special 
meeting called for that purpose. 

Sec. 32. The by-laws of this company heretofore 
adopted are hereby repealed. 



Pacific Mutual Life Insurance Company. 305 



CHARTER AND BY-LAWS OF THE PACIFIC 

MUTUAL LIFE INSURANCE COMPANY 

OF CALIFORNIA. 

CERTIFICATE OF INCORPORATION. 

Know all men by these presents : 

That we, the undersigned, do certify that we have as- 
sociated ourselves for the purpose of forming a company 
under and by virtue of the provisions of an Act of the 
Legislature of the State of California, entitled " An Act 
to provide for the incorporation of mutual insurance 
companies, for the insurance of lives or health of indi- 
viduals, or against accidents to them," approved April 
2, A. D. 1866, and any act supplementary thereto or 
amendatory thereof. 

That, in conformity with the requirements of said act, 
we hereby further certify that the corporate name of said 
company is and shall be The Pacific Mutual Life In- 
surance Company of California. That the amount of 
its capital stock shall be ^100,000. That the number of 
shares of which said capital stock shall consist shall be 
one thousand, of $100 each. That the term of its exist- 
ence shall be seventy-five years, from and after the date 
of the filing of this certificate in the office of the County 
Clerk of Sacramento County. 

That the number of directors who shall manage the 
concerns of the company for the first year shall be fifteen, 
and their names are : 

Leland Stanford, H. H. Hartley, Leonard Goss, 
Sam'l Lavenson, P. H. Russell, H. F. Hastings, J. H. 
Carroll, Conrad Weil, James Carolan, B. F. Hastings, G. 
R. Moore, Newton Booth, D. W. Earl, E. B. Kenyon 
and Robert Hamilton. 



306 Pacific Mutual Life Insurance Company. 

That the office of the company shall be located in the 
city of Sacramento, county of Sacramento, and State of 
California. 

That the object for which this company is formed and 
organized is to make insurance upon any and all of the 
risks, and to do any and all of the business mentioned 
and provided for in the act hereinbefore named. 

In witness whereof, we have hereunto set our hands 
and seals, at the city of Sacramento, the '28th day of 
December, 1867. 

INCORPORATORS. 

Leland Stanford, President Central Pacific Railroad 
Company, Sacramento. 

James Anthony, proprietor Sacramento Union. 

Paul Morrill, proprietor Sacramento Union. 

Mark Hopkins, of Huntington, Hopkins & Co., Sac- 
ramento. 

H. H. Hartley, attorney-at-law, Sacramento. 

B. F. Hastings, banker, San Francisco. 

Thos. Findley, banker. Grass Valley. 

G. R. Moore, attorney at-law, Sacramento. 

James Carolan, merchant, Sacramento. 

Robert Hamilton, of Baker & Hamilton. 

P. H. Russell, merchant. 

H. F. Hastings, banker. 

L. Goss, of Goss & Lambard, Sacramento Iron Works. 

Theo. Millikin, merchant, Sacramento. 

J. M. Frey, M. D., Sacramento. 

G. C. Hall, merchant, Sacramento. 

S. Lavenson, merchant, Sacramento. 

G. W. Locke, merchant, Sacramento. 

L. Elkus, merchant, Sacramento. 

D. Hollister, farmer, Sacramento. 

S. D. Smith, contractor, Sacramento. 

H. C. Kirk, druggist, Sacramento. 

D. W. Earl, merchant, Sacramento. 

J. H. Carroll, merchant, Sacramento. 

Newton Booth, of Booth & Co., merchant, Sacra- 
mento. 



Pacific Mutual Life Insurance Company. 307 

C. T. Wheeler, of Booth & Co., merchant, Sacramento. 

John Conle)?, banker, Laporte, Sierra Co., Cal. 

C. Weil, merchant, Sacramento. 

C. Crocker, Superintendent Central Pacific R. R. 

E. B. Ken3'on, capitalist, Sacramento. 

J. McClatchy, editor Sacramento Bee. 

Filed January 2, 1868. 

E. D. Shirland, Clerk. 
By John H. Parnell, Deputy Clerk. 

copy OF PREAMBLE AND RESOLUTION. 

Adopted at a regular meeting of the Board of Direct- 
ors of The Pacific Mutual Life Insurance Company of 
California, held in Sacramento, September 12, 1881. 

Whereas, the holders of more than two-thirds of all 
the capital stock in this corporation have given and filed 
in the office thereof their consent in writing to the re- 
moval or change of the principal place of business of the 
corporation from the city and county of Sacramento to 
the city and county of San Francisco, in this State : And 
whereas, in the judgment of this board, it will be for the 
best interests of the corporation to make such change: 
Now, therefore. 

Resolved, that the principal place of business of this 
corporation, to-wit : The Pacific Mutual Life Insurance 
Company of California, be changed from the city of 
Sacramento in the county of Sacramento to the city and 
county of San Francisco ; that such change take place 
on Saturday, the 8th of October, 1881, and that the 
President and Secretary be and are hereby instructed to 
cause notice of such intended change to be published 
in the Sacramento Daily Record- Union, iox three succes- 
sive weeks next preceding said 8th day of October, 1881. 

BY-LAWS. 

Section 1. The chief office and principal place of 
business of the company shall be the city and county of 
San Francisco. 



308 Pacific Mutual Life Insurance Company. 

Sec. 2. The fiscal year shall commence the first of 
January and end the thirty-first of December. 

Sec. 3. The annual meeting of the stockholders of 
the company shall be held at the principal office of the 
company on the second Tuesday in February, of which 
notice shall be given by publication, once a week for 
four weeks, in a newspaper printed and published in the 
city and count)' of San Francisco. 

Sec. 4. The annual election of directors of the com- 
pany shall be held at the annual meeting of stockhold- 
ers, and shall be by ballot, and conducted by two or 
more inspectors, to be appointed by the Board of Direct- 
ors; but neither of said inspectors shall be a director or 
officer of the company. The whole number of directors 
shall be voted for in one ballot, and the persons who 
shall have the greatest number of votes shall be the di- 
rectors elected. If it should so happen that at any elec- 
tion the whole number of directors shall not be elected, 
because of two or more persons receiving an equal num- 
ber of votes, or from any other cause, then the stock- 
holders of the company shall proceed to another ballot 
for such number of persons as shall be required to com- 
plete the whole number of directors, and shall continue 
to ballot from day to day until the whole number be 
elected. A ballot cast for a person who is not eligible 
to be a director shall be considered a blank as to that 
name. 

Sec. 5. The directors shall take office immediately 
after their election, and hold for the term of three 3'ears, 
and until their successors are elected. 

Sec. 6. Each director shall be a citizen of this State, 
and the owner of five shares of stock. If any director 
shall remavefrom the State, or hold less than five shares 
of stock, his office shall thereupon become vacant. All 
vacancies in the Board of Directors shall be filled by the 
remaining directors until the next annual election, at 
which election some person shall be elected for the un- 
expired term. 

Skc. 7. The directors may prescribe the manner of 



Pacific Mutual Life Insurance Company. 309 

holding elections, subject to the by-laws and the law of 
the State, and shall make provision for voting by proxy, 
and the preparation of an alphabetical list of voters, and 
the number of votes each is entitled to. No proxy shall 
be voted except by a stockholder, and all proxies must be 
filed with the Secretary at least twenty-four hours pre- 
vious to any meeting at which the same are to be voted. 
No transfer of stock shall be entered upon the books of 
the company during or within twenty-four hours previous 
to any meeting of stockholders. 

Sec. 8. At the first meeting of the Board of Direct- 
ors after each annual election, or as soon thereafter as 
possible, the directors shall elect one of their number 
President of the company and another Vice President ; 
also four members, who, together with the President, 
shall constitute the Executive Committee. They shall 
also elect a medical director, who may, but need not be 
a member of the board, and Secretary, and, at their op- 
tion, an Assistant Secretary, neither of whom shall be a 
director of the company. The officers so elected shall 
take office immediately, or immediately after the ap- 
proval of their bonds (when bonds are required) and hold 
until their successors are elected and qualified. In all 
elections by the Board of Directors a majority of the 
votes cast shall elect. The Board of Directors shall, 
from time to time, as they deem them peeded, elect the 
whole or any part of the officers provided for in this 
section. 

Sec. 9. The Board of Directors, by a vote of two- 
thirds present at any regular meeting, may remove any 
of the officers provided for in the by-laws ; provided, 
however, the motion for such removal can only be made 
at a regular meeting, and final action shall not be taken 
thereon until the regular meeting following ; or may 
suspend any such officer immediately pending final ac- 
tion. 

Sec. 10. The Board of Directors shall meet the sec- 
ond Monday in each month, and at such other times as 
they may adjourn to, or at the call of the President or a 



310 Pacific Mutual Life Insurance Company. 

majorit}' of the Executive Committee, upon one day's 
notice by mail or personal service. At any meeting of 
the board seven directors shall constitute a quorum to 
transact business. Whenever the regular monthly meet- 
ing of the board falls on a legal holiday such meeting 
shall be held at the same hour on the following day. 

Sec. 11. All meetings of the Board of Directors and 
of the Executive Committee shall be held at the office of 
the company. 

order of business at board of directors' meetings. 

Sec. 12.— 

1. Roll call. 

2. Reading minutes of previous meeting. 

3. Reading minutes of meetings of the Executive 
Committee. 

4. Report of special committees. 

5. Communications, resolutions and notices. 

6. Unfinished business. 

7. New business. 

Sec. 13. The President shall have the custody of 
the corporate seal, and said seal shall not, without his 
consent, be placed on any instrument, unless, after he 
refuse to attach it, it is ordered to be attached by a vote 
of two-thirds of all the members of the Board of Directors 
present at any meeting. The President shall be execu- 
tive head of the corporation. He shall preside at all 
meetings of the company and of the Board of Directors. 
He shall sign all checks, warrants, or orders for money 
and all certificates of stock, policies of insurance, annu- 
ties, endowments, deeds, bonds, mortgages, or other in- 
struments calling for money, or transferring or incum- 
bering property, or creating any obligation or liability, 
present or future, positive or contingent, on the part of 
the company, excepting only receipts for premiums of 
insurance, which shall be signed bj' either the Presi- 
dent, Vice President, Secretary or Assistant Secretar}', 
and countersigned by the agent collecting the same. 



Pacific Mutual Life Insurance Company. 311 

Sec. 14. In case of a vacancy in the office of Presi- 
dent, or in case of the absence of the President, or his 
inability to act, the Vice President shall temporarily 
perform all the President's duties and have all his pow- 
ers. (When the Vice President is performing the du- 
ties of President, he shall sign his name as " Vice Presi- 
dent.") In the absence of both the President and Vice 
President, the Board of Directors may elect a President 
pro tem. 

Sec. 15. The Secretary shall attend all the meetings 
of the stockholders, and of the Board of Directors, aitd 
of the Executive Committee, and shall keep a fair and 
accurate account of all the proceedings had at each 
meeting of either of said bodies. He shall countersign 
every instrument of any kind whatever that requires the 
signature of the President, and he may sign receipts for 
any premium of insurance, annuity, endowment, etc. 
He shall keep a complete and perfect set of books in 
such manner that they shall show the whole business 
and business transactions of the company, its debts, as- 
sets and liabilities, present and contingent, and shall 
deliver a balance sheet therefrom to the Board of Di- 
rectors when required by them. The books and accounts 
and the stock books shall, during all business hours, be 
open to the inspection of any member of the Board of 
Directors. The Secretary shall perform such other du- 
ties as may be directed or required by the Board of Di- 
rectors or by the Executive Committee. In the absence 
or disability of the Secretary, his duties shall be per- 
formed by the Assistant Secretary. 

Sec. 16. It shall be the duty of the medical director 
to attend daily, at stated hours, at an office of the com- 
pany ; to examine all applications for insurance, and 
from a medical standpoint indorse thereon his rejection 
or approval ; to assist in collecting vital statistics and 
preparing directions and instructions for facilitating 
medical examinations of applicants; to examine appli- 
cants for insurance when desired ; to keep a record or 
roster of all the medical examiners employed by the 



312 Pacific Mutual Life Insurance Company. 

company, together with a synopsis of the medical history 
of each, said medical history to be furnished by such ex- 
aminer and signed by him. Should the medical director 
in his examination of an application deem it necessary 
he may refer such application to the Executive Commit- 
tee for their examination ; and when an application is so 
referred, no further action shall be taken thereon until 
its approval or disapproval shall be properly indorsed 
on such application and signed by the chairman of such 
committee. No policy of insurance shall be issued by 
the officers of the company, until the application shall be 
approved by the medical director, evidenced by his 
written approval thereon ; or, upon his refusal so to do, 
then by the approval of the Executive Committee in- 
dorsed thereon, in cases where the same has been re- 
ferred to them by him. 

Sec. 17. The Executive Committee shall, within 
the limitation of and subject to the laws of the State 
and by-laws of the company, and the rules, orders, 
contracts and resolutions of the Board of Directors, 
have control of the moneys and other property of the 
company, and of the purchases, loans and risks of in- 
surance to be made or taken by the company. It shall 
make rules and regulations for its own government 
consistent with the by-laws, and subject to the revi- 
sion and approval of the Board of Directors. It shall 
be the duty of the committee to procure a suitable office 
for the company, and such stationery, books, forms, 
and blanks as the business of the company may require; 
to hold regular meetings once a week at the office of 
the company, and special meetings at the call of the 
President, Vice President, or three members thereof. 
Three members of the committee shall constitute a quo- 
rum to transact business, but the committee shall make 
no loan, purchase or investment, without three affirma- 
tive votes. The committee shall keep minutes of all 
proceedings, and report the same to the Board of 
Directors at the regular meetings of the board. The 
minutes, and all the books and papers of the commit- 



Pacific Mutual Life Insurance Company. 313 

tee, shall be subject to the examination of any menaber 
or committee of the Board of Directors, or any expert 
appointed by said board, during business hours. The 
committee shall have power to make contracts, to au- 
thorize the release of mortgages or reconveyance of 
property held under trust deeds as security for loans, 
upon final payment of the moneys secured by such 
mortgage or trust deed, employ counsel, employ and 
discharge servants, within the scope of the powers here- 
in delegated. 

LOANS. 

Sec. 18. All applications for loans must be made 
upon the company's blank form, setting forth the 
amount desired, the time, character, and value of secur- 
ity, and other particulars. Applications shall be con- 
sidered by the Executive Committee in the order of 
their filing with the Secretary; and as approved, the 
Executive Committee shall order the President and 
Secretary to sign checks to the order of the person 
desiring the loan, for the amount of the same. 

Sec. 19. When loans on real estate are author- 
ized by the Executive Committee, the application for the 
loan, together with title to the property offered as se- 
curity, shall be considered by the Attorney, who shall 
report thereon in writing, noting peculiarities in the 
title or description of the property, and no loan shall 
be made unless favorably reported upon by the Attorney. 

Sec. 20. Before any money is paid out for author- 
ized loans, the following securities and documents 
must be lodged with the Secretary, or an authorized 
Agent of the Company, duly certified by the Attorney to 
be valid and correct, viz.: 

1. The note and mortgage or deed of trust, duly 
recorded, or a certificate of the proper recording officer 
that the same has been duly recorded or left for record. 
It shall be the duty of the Attorney who approves the 
mortgage to see that it is properly executed and re- 
corded. 



314 Pacific Mutual Life Insurance Company. 

2. The abstracts of title, containing examinations 
continued to the time of making the loan, or the record- 
ing of the mortgage. There shall be attached to the 
abstract such original searches, including assessor's 
valuation, as may be deemed necessary ; searches made 
only to the date of the loan shall be subsequently con- 
tinued to the recording of the mortgage. 

3. Satisfactory policies of fire insurance, when re- 
quired, shall be furnished by the mortgagor. 

4. When there are prior incumbrances t o be paid 
out of any loan this company may make on property, 
said incumbrances shall be first removed by the party 
to virhom the loan is to be made ; or this company may, 
on the written request of said party, pay the amount of 
said incumbrance directly to the party holding it, or his 
attorney in fact. 

5. Payments on mortgages shall be confined strictly 
to the amounts approved on the books of the Executive 
Committee. 

6. When loans are made on assignment of a note 
and mortgage, the foregoing provisions shall apply as 
far as may be practicable. 

Sec. 21. It shall be the duty of the President to 
give notice to the Executive Committee of sales to be 
made under foreclosure of mortgages or trust deeds. 
The President, or if he is unable to attend, some other 
person appointed by him, shall be present to protect the 
interest of the company at such sales. All invest- 
ments shall be made in the name of The Pacific Mutual 
Life Insurance Company of California. 

Sec. 22. The tables of the rates of insurance and 
the modes of payment shall be determined, and may 
from time to time be altered by the Executive Commit- 
tee, but no such alteration shall affect any previous con- 
tract. 

Sec. 23. No risk shall be taken by the company 
on any one life in a sum exceeding ten thousand dol- 
lars, unless the excess be reinsured in some responsible 
company. 



Pacific Mutual Life Insurance Company. 315 

Sec. 24. All officers of the company shall give 
bonds in such sums as the Board of Directors may re- 
quire, and the board may from time to time change the 
sum required, or require new securities to be given. 

Sec. 25. The Board of Directors shall have power 
to fix and change the salaries and rates of compensation 
to be paid to the officers thereof, and to members of the 
Executive Committee ; but no member of the board 
shall be entitled to vote on any question affecting his 
own salary or compensation. 

Sec. 26. The by-laws may be amended by the 
Board of Directors by a vote of the majority present, 
after the proposed amendment had been submitted and 
approved at a regular meeting at least four weeks prior 
to the meeting at which it is acted upon. 



316 Penn Mutual Life Insurance Company. 



CHARTER AND BY-LAWS OF THE PENN 

MUTUAL LIFE INSURANCE 

COMPANY. 



An Act to incorporate the Penn Mutual Life Insurance 

Company. 

Section i . Be it enacted by the Senate and House of 
Representatives of the commonwealth of Pennsylvania 
in general assembly met, and it is hereby enacted by 
the authority of the same, That James E. Richardson, 
John G. Brenner, Richard S. Newbould, William M. 
Clark, William B. Cooper, John W. Horner, Samuel C. 
Shepard, William A. Everly, Daniel L. Miller, William 
Robertson, Samuel Dutton, Daniel L. Hutchinson, 
Edward Lukens, William Martin, Edmund A. Souder, 
Ellis S. Archer, William B. Hart, Edward H. Trotter, 
Samuel E. Stokes, Benjamin Coates, Theodore S. Paul- 
ding, Louis Cooper, Samuel W. Weer, Charles SchafiFer, 
A. W. Harker, Joseph M. Thomas, William H. Carr, and 
all other persons who may hereafter associate with them 
in the manner hereinafter prescribed, shall be a body poli- 
tic and corporate by the name of ' ' The Penn Mutual 
Life Insurance Company," and by that name shall have 
perpetual succession and may sue and be sued and hold, 
purchase, receive and convey real and personal estate 
(with the limitations hereafter specified), and may make 
and use a common seal and alter or change the same at 
pleasure, and make by-laws not inconsistent with any 
existing law, for the management of its property and the 
regulation of its affairs; but nothing herein contained 
shall be construed to give unto the said corporation any 
banking powers or privileges. 

Sec. 2. In addition to the general powers and privi- 
leges of a corporation, as the same are declared by the 



Penn Mutual Life Insurance Company. 317 

foregoing section, the corporators hereby created shall 
have the power to insure the respective lives of its mem- 
bers and others, and to make all and every insurance 
appertaining to or connected with life risks of whatsoever 
kind or nature, and to receive and execute trusts, to make 
endowments, and to grant and purchase annuities. 

Skc. 3. The real estate which it shall be lawful for the 
said corporation to purchase, receive, hold and convey 
shall be: 

1 . Such as shall be requisite for its immediate accom- 
modation in the convenient transaction of its business; or, 

2. Such as shall have been mortgaged to it in good 
faith, by way of security for loans previously contracted, 
or for moneys due ; or, 

3. Such as shall have been conveyed to it in satisfac- 
tion of debts previously contracted, in the course of its 
dealings ; or, 

4. Such as shall be purchased at sales upon judgments, 
decrees or mortgages obtained or made for debts due said 
company or for debts due other persons where said com- 
pany have liens or incumbrances on the same and the 
purchase is deemed necessary to save the company from 
loss on the liens or incumbrances held by it. The said 
corporation shall not purchase, receive, hold or convey 
real estate in any other case or for any other purpose, 
provided that no real estate acquired by the corporation, 
excepting that necessary for the transaction of business, 
shall be retained by said corporation for a longer period 
than five years. 

Sec. 4. All persons who shall hereafter insure with the 
said corporation, and also their heirs, executors, adminis- 
trators and assigns continuing to be insured in said 
corporation as hereinafter provided, shall thereby become 
members during the period they shall remain insured by 
the said corporation and no longer. 

Sec. 5. All the corporate powers of the said company 
shall be exercised by a board of trustees and such officers 
and agents as they may appoint. The board of trustees 
shall consist of twenty-seven persons. They shall 



318 Penn Mutual Life Insurance Company. 

annually elect from among the members of the corpora- 
tion a president and vice-president, who shall continue in 
office for the term of one year, or until others be elected in 
their stead ; and they shall have power to declare by by- 
laws what number of trustees less than a majority of the 
whole, but not less than six, shall be a quorum for the 
transaction of business. 

Sec. 6. The persons named in the first section of this 
act shall constitute the first board of trustees. 

Sec. 7. The trustees shall at their first meeting divide 
themselves by lot into three classes of nine each. The 
term of the first class shall expire at the end of one year; 
the term of the second class shall expire at the end of two 
years; the term of the third class shall expire at the end 
of three years, and so on, successively, each and every year. 
The seats of these classes shall be supplied by the mem- 
bers of the corporation, a plurality of votes constituting a 
choice. This section shall not be construed to prevent a 
trustee going out from being eligible to a re-election. 
The board of trustees may fill any vacancies in their num- 
ber occasioned by death or resignation of the incumbent 
or his ceasing to be a member of the corporation. The 
election for trustees shall be held on the first Monday in 
January in each year, between the hours of 10 and 12 
o'clock, at such place in the city of Philadelphia as the 
board of trustees shall designate, of which place they shall 
give at least fourteen days' previous notice in two of the 
public newspapers printed in said city; and the board of 
trustees shall, at the same time, appoint three members 
of the said corporation not trustees to be inspectors to 
conduct such elections, and if any of the said inspectors 
decline or fail to attend, the trustees may appoint others 
to fill such vacancies. 

Sec. 8. At the elections for trustees each insured mem- 
ber for any sum paid in or secured as a premium of insur- 
ance to said company during the year preceding said 
election, amounting to twentj^-five dollars, shall have one 
vote, and for every additional fifty dollars so paid one 
other vote. 



Penn Mutual Life Insurance Company. 319 

Sec. 9. Every person who shall become a member of 
this corporation by effecting insurance therein shall, the 
first time he effects insurance, and before he receives his 
policy, pay the rates that shall be fixed upon and deter- 
mined by the trustees; no member shall be liable for any 
losses or expenses of said company beyond the amount of 
the premium which he may agree to pay said corpora- 
tion. 

Sec. 10. The trustees may determine the rates of pre- 
mium and terms of insurance and the sum to be insured. 

Sec. II. It shall be lawful for the said corporation to 
invest their premiums, profits and capital in bonds and 
mortgages, ground rents, stocks and loans of the United 
States and State of Pennsylvania, and to sell, transfer and 
change the same, and reinvest the funds of the said cor- 
poration, when the trustees shall deem it expedient. 

Sec. 12. It shall also be lawful for the said corporation 
to loan or invest not exceeding twenty-five per cent of 
their funds in loans or stocks of any incorporated city or 
borough or other good securities and the same to sell, 
transfer, change or reinvest as the trustees may deem 
proper. 

Sec. 13. Suits at law may be maintained by said cor- 
poration against any of its members, for any cause 
relating to the business of said corporation; also suits at 
law may be prosecuted and maintained by any member 
against the said corporation for losses, by death, if pay- 
ment is withheld more than three months after the com- 
pany is duly notified of such losses, and no member of 
the corporation shall be debarred his testimony as a wit- 
ness in any case on account of his being a member of the 
said company; and no member of the said corporation 
not being in his individual capacity a party to such suit 
shall be incompetent as a witness in any such suit on 
account of his being a member or an officer of said corri.- 
pany. 

Sec. 14. The officers of said company shall, on the 
first Monday in January of every year, cause a statement 
to be made of the affairs of the company and a balance 



320 Penn Mutual Life Insurance Company. 

to be struck of the profit and loss account; and if there is 
a surplus, after paying all losses and expenses of the said 
company for the year preceding the same, they shall 
credit each member with such a proportion of said sur- 
plus as the premiums paid by him, her, or them, on risks 
determined, may be to the aggregate amount of the pre- 
miums earned during said year by the company. 

Sec. 15. And in case of the death of any member of 
the said company the amount standing to his credit at 
the time of his death, together with the amount of the 
policy in his name, shall be paid over to his legal repre- 
sentatives or assignees within sixty days; the profits and 
accumulations standing to the credit of such persons as 
have ceased to be members by non-payment of premiums 
or a renewal of their policy agreeable to the by-laws of 
the company, shall be forfeited for the use of the corpo- 
ration. 

Sbc. 16. Within thirty days after the first Monday in 
January of every year it shall be the duty of the officers 
of the company to cause to be made and printed, in at 
least one daily newspaper published in the city of Phila- 
delphia, a general balance statement of the affairs of the 
said company and to deliver to each member upon request 
a copy thereof. Such statement shall contain: 

1. The amount of premiums received and the amount 
derived from interest on loans or investments during the 
same period. 

2. The amount of the expenses of the company during 
the said period. 

3. The amount of losses incurred during said period. 

4. The balance remaining with the said company. 

5. The nature of the security on which the same is 
loaned and the amount of cash on hand. 

Sec. 17. The business of the corporation shall be car- 
ried on at such place in the city of Philadelphia as the 
trustees shall direct and at such agencies as they may 
establish. 

Sec. 18. No policy shall be issued by said company 
until application shall be made for insurance of sums on 



Penn Mutual Life Insurance Company. 321 

lives amounting in the aggregate to one hundred thou- 
sand dollars at least ; and the trustees shall have the 
right to purchase for the benefit of the company all poli- 
cies of insurance or other obligations issued by the com- 
pany. 

Sec. 19. It shall be lawful for any married woman, by 
herself and in her name or in the name of any third per- 
son with his assent as her trustee, to cause to be insured 
for her sole use the life of her husband for any definite 
period or for the term of his natural life ; and in case of 
her surviving her husband the sum or net amount of the 
insurance, becoming due and .payable by the terms 
of the insurance, shall be payable to her, to and for her 
own use free from the claim of the representatives of her 
husband or any of his creditors. 

Sec. 20. In case of the death of the wife before the 
decease of her husband the amount of the insurance may 
be made payable after death to her children for their use 
and to their guardian if under age. 

Sec. 21. If any trustee or ofl&cer of said institution 
shall fraudulently embezzle or appropriate to his own use 
or to the use of any other person or persons any money or 
other property belonging to the said institution, or left with 
the same as a special deposit or otherwise, he or they on 
conviction thereof shall be fined in a sum not less than the 
amount so appropriated or embezzled and sentenced to 
undergo 'an imprisonment in the eastern penitentiary, to 
be kept in separate and solitary confinement at labor for 
any term not exceeding two years at the discretion of the 
court ; provided, that this shall not prevent any person 
or persons aggrieved from pursuing his, her or their 
civil remedy against such person or persons. 

Sec. 22. The legislature may at any time alter or repeal 
this act in such manner, however, as shall do no injustice 
to the corporators or injuriously affect any contract or 
engagement made by or with the said company. 

James Cooper^ 
Speaker of the House of Representatives. 

Ch. Gibbons, 
Speaker of the Senate. 



322 Penn Mutual Life Insurance Company. 

Approved the twenty-fourth day of February, one thou- 
sand eight hundred and forty-seven. 

Frs. R. Shunk. 

AMENDMENT OF 1 85 1. 

A supplement to an act entitled "An act to incorporate 
the Penn Mutual Life Instuance Company." 

Section i . Be it enacted by the Senate and House of 
Representatives of the commonwealth of Pennsylvania in 
general assembly met, and it is hereby enacted by the 
authority of the same. That all persons who shall hereafter 
insure with the Penn Mutual Life Insurance Company, of 
Philadelphia, and continuing to be insured therein, shall 
thereby become members during the period they shall 
remain insured by the said corporation and no longer. 

Sec. 2. That at elections for trustees each insured mem- 
ber for any sum not less than one dollar paid in or secured 
as a premium of insurance of said company during the 
year preceding said election, shall have one vote, and for 
every additional fifty dollars so paid one other vote. 

Sec. 3. That it shall be lawful for the said corporation 
to invest their premiums, profits and capital in bonds and 
mortgages, ground rents, stocks and loans of the United 
States and State of Pennsylvania, and also in all stocks 
created by or under the laws of the United States or of 
this State or of any of the other States of the Union, and to 
lend the same upon the security of such stocks and to sell, 
transfer and change the same and to invest the funds of 
said corporation when the trustees shall deem the same 
expedient. 

Sec. 4. That it shall also be lawful for the said corpo- 
ration to lend or invest not exceeding fifty per cent of 
their funds in loans or stocks of an incorporated city, dis- 
trict or borough, or other good securities, and the same 
to sell, transfer, change or reinvest, as the trustees may 
deem proper. 

Sec. 5. That the officers of said company shall, on 
the first Monday in January of each year, or as soon 
thereafter as may be practicable, cause a statement to be 



Penn Mutual Life Insurance Company. 323 

made of the affairs of the compan}-; and if, after paying 
all losses and expenses of the said company, and pro- 
viding for outstanding risks for the year preceding the 
same, there remains a surplus, each member shall be 
entitled to such a proportion of the said surplus as the 
cash premiums paid by such members may bear to the 
aggregate surplus so declared; the statement so made 
shall be binding upon all persons entitled to receive cer- 
tificates as hereinafter mentioned; for the proportionate 
share of each member so ascertained, a certificate shall 
be issued declaring him or them to be entitled to such a 
portion of the accumulated capital of the company, such 
certificates to be construed and governed as hereinafter 
mentioned; but no certificate shall be redeemed or paid 
off until the assets of the company amount to four hun- 
dred thousand dollars; no certificate shall be issued for a 
less amount than ten dollars or for any fractional part of 
ten dollars. Whenever the accumulated capital shall 
exceed four hundred thousand dollars the excess may be 
applied from year to year thereafter toward the redemp- 
tion of each year's certificates in whole or in part, as 
may be determined on by the board of trustees, provided 
the assets of the company exceed the value of the poli- 
cies in force to an amount equal to the dividend or cer- 
tificates to be paid off, but the certificates of a subse- 
quent year are not to be redeemed until those of a pre- 
ceding year are provided for; the trustees may at their 
discretion declare and pay interest on such certificates at 
a rate not exceeding six per cent per annum. 

Skc. 6. That in case of the death of any member of 
the said company the amount of the policy in his name 
shall be paid to the party entitled thereto by the terms 
thereof within sixty days thereafter; the certificates of 
dividend standing in his name or to his credit shall also 
be transferred at the same time to the person legally 
entitled thereto, except that in the case of any husband 
insurin-g his life for the benefit of his widow, in all such 
cases the said certificates shall be transferred to the 
widow. But the profits and accumulation standing to the 



324 Penn Mutual Life Insurance Company. 

credit of such persons as have ceased to be members by 
non-payment of premiums, or a renewal of their policies 
agreeably to the by-laws, shall be deemed forfeited for 
the use of the corporation. 

Sec. 7. That the sections of an act entitled "An act to 
incorporate the Penn Mutual Life Insurance Company" 
and numbered respectively sections four, eight, twelve, 
fourteen and fifteen be and the same are hereby repealed. 

John Cessna, 
Speaker of the House of Representatives. 
Benjamin Matthias, 
Speaker of the Senate. 

Approved the eighteenth day of February, A. D. one 
thousand eight hundred and fifty-one. 

Wm. F. Johnson, 
amendment of 1 8 53. 
A further supplement to an act entitled "An act to incor- 
porate the Penn Mutual Life Insurance Company." 

Section i . Be it enacted by the Senate and House of 
Representatives of the commonwealth of Pennsylvania in 
general assembly met, and it is hereby enacted by the 
authority of the same, That the third section of the act to 
which this is a supplement shall not be so construed as 
to' prevent said company from purchasing, receiving, tak- 
ing and holding as investments and conveying the same, 
any ground rents or life interests in real estate, but the 
said company shall have authority to purchase, receive, 
take, hold and convey, in fee simple or for any less estate 
from time to time as they may deem fit, any and all 
ground rents and life estates in any and all real .property. 

W. P. SCHELL, 

Speaker of the House of Representatives. 

Tho. Carson, 
Speaker of the Senate. 
Approved the twenty-fourth day of February, A. D. 
one thousand eight hundred and fifty-three. 

Wm. Bigler. 



Penn Mutual Life Insurance Company. 325 

AMENDMENT OF i860. 

A supplement to an act to incorporate the Penn Mutual 
lyife Insurance Company. 

Section i . Be it enacted by the Senate and House of 
Representatives of the commonwealth of Pennsylvania in 
general assembly met, and it is hereby enacted by the 
authority of the same, That the Penn Mutual Life Insur- 
ance Company be and are hereby authorized to take and 
hold the title in fee simple to a certain messuage and lot 
of ground situated on the north side of Chestnut street, 
between Ninth and Tenth streets, in the city of Phila- 
delphia, containing in front on Chestnut street forty-eight 
feet one and a half inches, more or less, and extend- 
ing in depth northward two .hundred and twenty-two 
feet, more or less, to a forty-feet wide court, and also .at 
any time to grant, sell and convey the same or any part 
thereof in fee simple. 

Sec. 2. That all powers, rights and privileges hereto- 
fore given to, conferred upon and now exercised by the 
Pennsylvania company for insurances on lives and grant- 
ing annuities, as to the receipt, custody and payment of 
trust moneys, the acceptance and execution of trusts in 
the capacity of assignee, trustee, guardian, executor, 
administrator or committee .of lunatics, be and the same 
are hereby given to and conferred upon the said the Penn 
Mutual lyife Insurance Company to be exercised as fully 
in all respects as the same are now held and exer- 
cised by the said the Pennsylvania Company for Insur- 
ances on lyivesand Granting Annuities; subject, however, 
to all the restrictions and provisions of the several acts 
of assembly conferring said powers in regard to the rate 
of interest to be paid to depositors and the investments of 
trust funds. John M. Thompson, 

Speaker of the House of Representatives. 
Wm. M. Francis, 
Speaker of the Senate. 

Approved the twentieth day of March, A. D. one thou- 
sand eight hundred and sixty. Wm. F. Packer. 



320 Penn Mutual Life Insurance Company. 

AMENDMENT OF 1 864. 

A further supplement to an act incorporating the Penn 
Mutual Life Insurance Company. 
Section i . Be it enacted by the Senate and House of 
Representatives of the commonwealth of Pennsylvania in 
general assembly met, and it is hereby enacted by the 
authority of the same, That all life premiums hereafter 
paid to the said company, whether by note or in cash, 
shall participate equally in such division or surplus as 
shall hereafter be declared, in pursuance ot the provisions 
of section fourteen of the act of incorporation of the said 
the Penn Mutual Life Insurance Company. 

Henry C. Johnson, 
Speaker of the House of Representatives. 
John P. Penny, 
Speaker of the Senate. 
Approved the sixteenth day of March, A. D. one thou- 
sand eight hundred and sixty -four. A. G. Curtin. 

amendment of 1870. 

A supplement to the act incorporating the Penn Mutual 

Life Insurance Company, of Philadelphia, granted 

February twenty-fourth, one thousand 

eight hundred and forty -seven. 

Whereas, the time allowed by the original charter of 
said company tor the election of trustees is inconveniently 
brief, and whereas a difference of opinion has arisen re- 
specting the legality of voting by proxy at such election, 
and whereas experience has proved that the present sys- 
tem of declaring dividends is unjust to the insured. 

Section i. Be it enacted by the Senate and House of 
Representatives of the commonwealth of Pennsylvania in 
general assembly met, and it is hereby enacted by the 
authority of the same. That the time for holding the elec- 
tion for trustees of said company shall be between the 
hours often a. m. and three o'clock p. m., instead often 
a. m. and twelve o'clock m., as designated in section 
seven of the charter. 

Sec. 2. That the true intent and meaning of section 



Penn Mutual Life Insurance Company. 327 

eight of said charter is that at the elections for trustees 
of said company only such votes as are offered by insured 
members in person shall be received and counted; and 
that the term "insured member" wherever the same 
occurs throughout the charter or its supplements shall 
apply and extend only to the person or persons who, by 
the policy, are the payers of the premium except where 
a wife holds a policy on the life of her husband, in which 
case the husband shall be allowed to vote at elections as 
an insured member. 

Sec. 3. That in lieu of the mannet of returning the 
surplus to insured members, as directed by section four- 
teen of the original charter, it shall and may be lawful for 
said company to return the same either in cash or in scrip 
or by reversionary addition to the policies and in such sums 
as may express the equitable proportion of the aggregate 
surplus to which each member is entitled, according to 
the actual value of the premiums paid, which sums shall 
be credited to the insured or received in reduction of 
premiums as their annual premiums mature. 

Butler B. Strang 
Speaker of the House of Representatives. 
Charles H. Stinson, 
Speaker of the Senate. 

Approved the eleventh day of March, A. D. one thou- 
sand eight hundred and seventy. John W. Geary. 

BY-LAWS OF THE PENN MUTUAL LIFE INSUR- 
ANCE COMPA NY.— SEP TEMBER i, 1895. 

ARTICLE I. 

The office of the company shall be open for business 
from nine o'clock a. m. until three o'clock p. m. every 
day in the year except Stmdays and legal holidays. 

ARTICLE II. 

Stated meetings of the board of trustees shall be held 
at the office of the company on the Wednesday after the 
first Saturday of every month at four o'clock p. m., or 
at any other hour the board may appoint. 



328 Penn Mutual Life Insurance Company. 

The president or any five trustees may call special 
meetings of the board at such times as they may direct, 
and reasonable notice of such meetings, stating the object 
thereof, shall be sent to every trustee. At all meetings 
nine trustees shall constitute a quorum for transacting 
business. 

ARTICLE III. 

The oflScers of the company shall be a president, a vice- 
president, a secretary and treasurer and an actuary, none 
of whom shall be trustees, and they shall attend the 
meetings of the board, except when excused. 

On all printed matter requiring their names they shall 
be placed in the order as above. 

ARTICLE IV. 

At the stated meeting in November the president shall 
appoint five trustees to recommend at the next stated 
meeting a ticket to be voted at the annual election. The 
recommendation of these trustees shall not be construed 
as preventing the nomination of other candidates, but no 
candidate shall be eligible to election until his nomina- 
tion shall have been made in writing by five or more ot 
the insured members of the company, and such nomina- 
tions shall have been delivered to the president of the 
company or the board of trustees at least fifteen days 
previous to the election. At the stated meeting in 
December the place of holding the election of trustees 
shall be named by the board, and three members (not 
trustees) shall at the same time be appointed to act as in- 
spectors of the election for trustees, to be held on the day 
fixed by the charter (the first Monday in January). 

Three alternates shall also be appointed who shall 
serve in the order named in case any of the principals 
decline. 

The persons so appointed shall receive the votes, count 
the same and report in writing to the president the names 
of all persons voted for, with the number of votes cast 
for each, and certify what persons have been dul}' 
elected; whereupon the president shall immediately cause 
notice to be given to such trustees of their election, and 



Penn Mutual Life Insurance Company. 329 

that the board will meet for the election of oflScers on the 
first succeeding stated meeting; provided, nevertheless, 
that the ofl&cers shall continue in ofi&ce and perform the 
duties thereof until they shall be re-elected or their suc- 
cessors duly qualified. 

ARTICI,E V 

The president of the company shall preside at all 
meetings of the board of trustees. On any question, 
when there is a tie he may give the deciding vote. 

He shall have, under the board of trustees, the super- 
vision and direction of the corporation, as well as of all 
interests, objects and employes connected therewith. 

He shall have in his care the assets of the company, 
and from time to time shall invest and re-invest them 
under the direction of the committee on finance. 

He shall annually appoint, under the board of trustees, 
a suitable person, who shall, under his supervision, have 
charge of all applications for insurance, the examination 
of proofs of loss and the correspondence relating thereto, 
not provided for in Article XVII. of the by-laws relating 
to the duties of the medical director. 

He shall sign all policies, checks, certificates and other 
papers requiring his signature, and perform such other 
duties as may be consistent with the oflEice of president. 

ARTICIvE VI. 

The vice-president, in the absence or inability of the 
president, shall perform his duties. He is empowered, 
under the supervision of the president and subject to the 
approval of the committee on trusts, endowments and 
agencies, to establish agencies for the transaction of the 
business of insurance, to make contracts with local or dis- 
trict agents, special and general, and all other agents; to 
approve contracts submitted by the superintendents of 
agencies and to see to the execution thereof and the busi- 
ness incident thereto. 

He shall have the direction of the correspondence with 
the agents and the general supervision of the insurance 
branch of the business, including the accounts and reports 
of agents and the papers and correspondence in connec- 
tion therewith. 



330 Penn Mutual Life Insurance Company. 

He shall at intervals, in person or by delegate, visit, 
inspect and report upon the condition of the agencies and 
perform such other duties as may be required of him by 
the board. 

In the absence or inability of both the president and 
the vice-president the committee on finance shall appoint 
a president pro tern. 

ARTICLE VII. 

The secretary and treasurer shall, under the supervision 
of the president, keep the minutes of the board of trustees, 
the general accounts of the company, as well as a regular 
cash account; shall, with the president, sign all checks 
drawn upon the funds of the company; attest all policies, 
certificates and other papers issued by the corporation, 
and cause the seal of the company to be affixed thereto 
when required by law. He shall send notices of all 
meetings of the board and of the committees; have the 
care of all books, papers, documents and such other prop- 
erty of the company as may be placed in his charge; 
endorse all checks, drafts, etc., deposit all moneys agree- 
ably to Article XI of these by-laws; make reports of the 
business of the company to the board of trustees monthly 
or oftener, if required, and generally do and perform all 
other acts pertaining to his office, and act as secretary to 
the committee on accounts. He shall give bond for the 
faithful performatice of his duties in such sum and of such 
character as the board of trustees may require. 

ARTICLE VIII. 

The actuary shall, under the supervision of the presi- 
dent, have in his special charge all matters of calculation 
and determine the value of all policies and life interests 
and the contribution from the surplus to each policy. 

He shall furnish all tables and rates requisite for the 
business of the company, including reserves, cash sur- 
render and apply values, accumulations on life endow- 
ments, and all other special and general forms of policies 
and releases of policies, including the approval and record 
of assignments, transfers, or surrenders. He shall make 
reports monthly or oftener, if required, to the board, 



Penn Mutual Life Insurance Company. 331 

sign all policies and other papers issued by the company- 
requiring his signature, act as secretary to the committee 
on policies and premiums, and perform such other duties 
as may be required of him by the board. 

ARTlCIvE IX. 

The president, the vice-president, and the secretary and 
treasurer, or any two of them, of the Penn Mutual Life 
Insurance Company are hereby authorized to execute 
under the corporate seal of the company, and to acknowl- 
edge as its act and deed, good and sufficient releases or 
covenants of exoneration of any property covered by 
mortgages or liens owned by this company, the release of 
which has been or may be authorized by the board of 
trustees or committee on finance, and also to appear in the 
office of the recorder of deeds, or other office or court of 
record, of the city of Philadelphia, or of any of the counties 
of the State of Pennsylvania or elsewhere, and acknowl- 
edge and enter satisfaction on the margin of the record 
of any mortgage, judgment or other lien made, or 
assigned to, and held by the said .company, either in its 
own right, or as trustees, or in any other capacity, in full 
discharge of the debt and interest represented by said 
mortgage, judgment or lien, upon payment of the same ; 
and also to appoint, as may be necessary and convenient 
a substitute, deputy or attorney for these purposes, in 
special cases, and to use the corporate seal of the said 
company, duly attested, as evidence of such appointment ; 
and the president, or the vice-president, and the secretary 
and treasurer of the company, are hereby empowered to 
execute under the corporate seal of the company, and 
to acknowledge as its act and deed, good and sufficient 
conveyance to the purchaser of any of the company's real 
estate (except that held for its own office purposes) sale 
of which has been, or may be, authorized by the aforesaid 
board or committee. 

ARTICLE X. 

The board of trustees shall be divided into six standing 
committees of five members each, or of such other dum- 
ber as the board may authorize, to be called the commit- 



332 Penn Mutual Life Insurance Company. 

tees on finance, claims, accounts, policies and premiums, 
on trusts, endowments and agencies, and on medical 
department; they shall be appointed by the president 
annually, and be subject to such general rules and regu- 
lations as the board may from time to time establish for 
their government, and their decisions upon questions sub- 
mitted to them shall govern the officers in the perform- 
ance of their duties; full minutes shall be kept by their 
respective secretaries, and read at the meetings of the 
board; their reports shall be made in writing. The pres- 
ident and the vice-president shall be ex-oflScio members of 
these committees. 

ARTICLE XI. 

The committee on finance shall have authority to invest 
and loan the funds of the company according to the 
charter, and to provide means to meet claims against the 
company; the books and accounts shall at all times be 
open to their inspection and examination; they shall have 
all the property of the company under their special charge 
and care, and direct where the moneys shall be deposited. 

ARTICLE XII. 

The committee on claims shall have authority to direct 
the purchase of all articles necessary for the officers and 
business of the company, have charge of all matters 
connected with the annual expenditure of the corporation, 
recommend the salaries to be paid the officers and employes 
of the company, and have the approval of all bills over 
twenty-five dollars unauthorized by any standing com- 
mittee, excepting those coming under the supervision of 
the committees on policies and premiums, and on trusts, 
endowments and agencies, which bills shall be referred 
to these committees respectively. 

The committee shall examine and decide upon all 
claims against the company and determine upon the pay- 
ment or compromise thereof, and have authority to employ 

counsel. 

ARTICLE XIII. 

The committee on accounts shall audit monthly the 

cash account, and yearly, or oftener, at their discretion, 

examine the books, accounts, securities, moneys, papers, 

eflfects and general state of the business and afifairs of the 



Penn Mutual Life Insurance Company. 333 

company, and report to the board the amount of profit 
and loss, the amount of surplus to be divided, and recom- 
mend the rate of interest, if any, to be allowed. 

They are authorized to employ such special auditor, or 
accountant, as they may deem requisite, at any time, to 
aid them in the discharge of their duties. 

ARTICLE XIV. 

The committee on policies and premiums shall decide 
upon the rates of premiums and sums to be insured, the 
forms of all policy contracts, applications, examinations 
and other forms pertaining thereto, subject to the approval 
of the board. The printing and advertising and all bills 
for the same over twenty-five dollars shall be subject to 
their approval; they shall have charge of all insurances 
to be made by the company, and in all cases of doubt, 
expediency or emergency, relative to that subject, this 
committee shall be consulted, and they shall decide the 
course of action to be pursued. 

ARTICLE XV. 

The committee on trusts, endowments and agencies 
shall decide upon the accepting of trusts and granting of 
endowments and annuities and the appointment of agents 
for the company, prescribing the localities in which busi- 
ness may be transacted. 

They shall have power to visit and inspect, from time 
to time, the established agencies of the company, report 
as to the condition thereof and determine the advisability 
of extending the company's business; all contracts with 
general or special agents or canvassers, and any extra or 
other allowances relating thereto, as well as all bills for 
traveling and other expenses incident to the agency busi- 
ness of the company, shall be subject to the approval of 
this committee. 

All bills over twenty-five dollars for advertising, print- 
ing and supplies for the agencies shall be submitted to 
this committee for approval. They shall have the gen- 
eral supervision of all matters connected with trusts, 
endowments and agencies. 



334 PenndMutual Life Insurance Company. 

ARTICLE XV- 2. 

The committee on medical department shall have in 
charge all matters pertaining to the medical business of 
the company. 

They shall meet monthly, or oftener, at the call of the 
president, and their proceedings shall be recorded and be 
subject to the approval of the board. 

ARTICLE XVI. 

1. Every person insuring with this company shall, 
before receiving the policy, pay the amount of premium 
which shall be agreed upon in either of the following forms : 

The premium on life, endowment, or term insurance 
may be paid as follows: 

(a) During continuance of policy. 

(b) During a limited number of years. 

(c) Or in one single payment. 

And these (except the single payment) may be paya- 
ble in annual, semi-annual or quarterly installments 
always in advance. 

On ordinary forms of participating policies, when the 
premium is payable annually, the same may be settled as 
follows, viz.: 

On ordinary life policies 30 per cent thereof by note 
for one or more years. On endowment and limited pay- 
ment life policies 20 per cent by note for one or more 
years. 

The interest on these notes in every instance to be 
payable annually in advance by cash or by addition to 
the note, which is to continue a lien against the policy 
until paid or otherwise settled. The balance of the 
premium to be payable annually. 

2. At the end of every year, should the losses of the 
company fall short of the losses called for by the table of 
mortality adopted by the company, the trustees shall pass 
to the credit of the sinking fund a sum equal to the defi- 
ciency, and the sinking fund so credited shall be applied 
to the payment of losses which may occur in any year 
over and above those called for in said tables, and when 
the sinking fund exceeds five hundred thousand dollars 



Penn Mutual Life Insurance Company. 335 

the board of trustees may, if they deem it expedient, 
divide the excess as surplus. 

3. The divisible surplus, if any, as contemplated by 
the amendment of 1870 to the charter, shall then be 
distributed among the members in an equitable manner 
and in such proportion as the contribution of each mem- 
ber bears to the whole amount of the divisible surplus 
and shall be allowed as determined by the company's 
rules and the provisions of the policies themselves. 

4. The statement and condition of the divisible sur- 
plus, after it is approved by the board, shall be binding 
on all persons entitled to receive it. 

5 . All participating limited payment life and endowment 
policies issued on and after January i, 1870, shall, alter the . 
full number of payments have been made, participate on 
their anniversaries equitably in the division of surplus 
for the year — which share of surplus shall be applied, 
first in payment of interest and notes, if any be outstand- 
ing on the policy; second, if there are no notes then to 
purchase non-participating reversionary additions to the 
policy payable when it becomes a claim, unless otherwise 
provided in the policy itself, as in the case of deferred or 
accumulated dividend policies. 

6. And all participating limited payment life and lim- 
ited payment endowment policies issued by the Penn 
Mutual Life Insurance Company prior to January i, 
1870, and in force July 22, 1879, shall participate equi- 
tably in all distributions of surplvs, which share of sur- 
plus shall, first, be charged against the excessive earlier 
dividends received by such policies; — and second, after 
said excess of division of surplus shall have been repaid 
to the company, then such share of surplus in each case 
shall be credited as in policies issued after January i, 1870. 

7. Rescinded. 

8. Unless otherwise provided for by the policy itself, 
all ordinary life policies issued on application prior to 
January i, 1883, shall on lapse, receive a credit of paid- 
up insurance, payable at death, or on reaching the age of 
eighty years, in the manner provided for by resolution 



336 Penn Mutual Life Insurance Company. 

adopted the seventeenth day of December, 1872 ; and this 
rule shall also apply to all life rate endowment policies 
issued prior to January i, 1883 ; but no paid-up credits 
for less than twenty-five dollars, to be granted on any 
policy. (See note resolutions appended.) 

9. Unless otherwise provided for by the policy itself, 
all limited payment life and endowment policies issued 
prior to January i, 1883, shall, on lapse, receive a credit 
of paid-up insurance, payable at the same time as the 
original policies, in the manner provided for by the reso- 
lution adopted February 6, 1878. (See note resolutions 
appended.) 

10. All participating policies, except five-year option 
and accumulated surplus policies, issued between Jan- 
uary I, 1883, and July i, 1894, shall be non-forfeitable 
as follows: After two full years' premiums have been 
paid in cash, if a policy should lapse, it shall receive non- 
participating extension, based on its reserve value, for the 
full amount of the policy, or receive a paid-up non-par- 
ticipating policy on surrender of the original policy, by the 
legal owner in writing, addressed to the home office, within 
sixty days after lapse, in the manner provided for by res- 
olution adopted the seventeenth day of November, 1882. 
(See note resolutions appended.) And policies issued on 
and after July ist, 1894, shall not have allowed any paid- 
up or extension value before three full years' premium 
shall have been paid in cash thereon. Provided, that in 
the case of limited time endowment policies, 'the said 
extension shall not continue the insurance beyond the 
original term of the policy, any excess of reserve to be 
applied to purchase pure endowment insurance. 

* 'The five year option and the accumulated surplus pol- 
icies to receive, after three years' premiums have been 
paid in cash, extension or paid-up insurance as above pro- 
vided for." 

ARTICLE XVII. 

The board of trustees shall annually elect one medical 
director, one assistant medical director and one medical 
examiner, who shall hold office at the pleasure of the 



Penn Mutual Life Insurance Company. 337 

board and shall be the official medical advisors of 
the company, acting in the dischargeof their duties under 
the supervision of the president and subject to the approval 
of the committee on medical department. 

The medical director shall have charge of all matters of 
medical interest relating to the life insurance business of 
the company, including all the medical details of the 
applications, certificates of examination and proofs of loss. 

He shall examine and pass upon all applications for 
insurance — his favorable certificate or indorsement, from 
a medical standpoint, being required for the acceptance of 
each and every risk. 

He shall decide upon the approval, disapproval or con- 
tinuance of all deputy medical examiners, his approval 
being required in every instance before certificates of ex- 
amination may be passed. 

He shall, whenever in his judgment the medical inter- 
ests of the company may require, visit and investigate 
the condition of the medical service of the company in 
such localities as shall appear to need his personal inspec- 
tion and direction. 

The assistant medical director shall perform such duties 
as may be assigned to him by the medical director and in 
the absence or inability of the medical director shall per- 
form his duties. 

The medical examiner shall make examinations of 
applicants for insurance, assist the medical director and 
the assistant medical director and perform any other 
duties appertaining to his position. 

ARTICLE XVIII. 

No trustee, officer or employe of the company shall 
improperly disclose any of the business of the company. 
No one shall be allowed to have access to the books or 
papers of the company, except the trustees, officers or 
employes in charge of the same, without special permis- 
sion of the president. 

ARTICLE XIX. 

No emolument whatever shall be received by any 
trustee, who shall hereafter be elected, except as a com- 



338 Penn Mutual Life Insurance Company. 

mission or other compensation as agent for procuring 
insurance, nor shall any trustee, oflScer, agent or emplo3'e 
of the company be allowed, directly or indirectly, to 
borrow any money from the company, except on pledge 
of his insurance policy, nor shall the company purchase 
any notes, bonds or mortgages, or other securities, for 
the payment of money drawn or indorsed by or existing 
against any trustee, officer, agent or employe of the com- 
pany; but nothing contained in this article shall be con- 
strued to forbid the vice-president, with the approval of 
the committee on trusts, endowments and agencies, from 
exercising his or their discretion in the matter of advances 
necessary to be made to agents in the legitimate prosecu- 
tion of the business of the company, or the purchase by 
the company of the renewal interest of an agent. 

ARTICLE XX. 

There shall be a minute of the yeas and nays on the 
decision of all questions whenever the same shall be 
required by any member of the board. 

ARTICLE XXI. 

In any election for president or other officers or 
employes of the company the votes of at least fourteen 
trustees shall be required to elect. 

ARTICLE XXII. 

All nominations to fill vacancies in the board of 
trustees shall be made at a stated meeting of the board 
and acted on at a subsequent stated meeting, the vote of 
at least fourteen trustees being required to elect. 

ARTICLE XXIII. 

No alteration or amendment to the by-laws shall be 
made, unless submitted at a previous stated meeting; and 
to adopt such alterations or amendments, the votes of at 
least fourteen trustees shall be required. 

RULE S OF O RDER. 

RULE I. 

When the presiding officer assumes the chair, the 
members present shall take their seats and observe order. 



Penn Mutual Life Insurance Company. 339 

rule; 2. 

A quorum being present, the minutes of the preceding 
meeting shall be read, corrected if necessary, and 
approved before the board of trustees shall proceed to any- 
other business ; motions to correct the minutes shall be 
made and acted on without debate. 

RULE 3. 

Every member presenting a paper to the chair shall 
first state its general purport ; and all resolutions and 
reports from committees shall be in writing if required. 

RULE 4. 

A motion made and seconded shall be repeated by the 
president, and if required shall be reduced to writing, 
and may be withdrawn by the member who makes it 
before amendment or decision. 

RULE 5- 

No business before the board shall be interrupted, 
except by motion for the previous question, postpone- 
ment, commitment and amendment ; but a motion to 
adjourn shall always be in order. 

RULE 6. 

A member may call for a division of the question when 
the sense thereof will admit of it. 

RULE 7. 

In all debates the members shall address the presiding 
officer. No member shall be interrupted while speaking, 
nor shall he speak more than twice on the same subject 
without permission of the board. Any member called to 
order may explain himself, and if the presiding officer 
shall declare him out of order, he may appeal to the 
board, and if such appeal be seconded the board shall 
decide. 

NOTES. 



RESOLUTIONS OF DECEMBER I7, I872. 

I. Resolved, That all endowment policies issued prior 
to January i, 1870, on which the number of annual pre- 
miums contemplated in the original policy has been paid, 
shall share equitably and proportionally in the annual dis- 



340 Penn Mutual Life Insurance Company. 

tribution for the policy year in which the last payment is 
made and which shall be paid with the policy. 

2. Resolved, That on and after the first day of January, 
1873, in the case of all ordinary life policies that may be 
thereafter forfeited for non-payment ot premium, the 
reserve or net value shall be ascertained according to the 
actuaries' table of mortality at four per cent interest, and 
a paid-up non-participating policy shall be credited to the 
insured for such an amount as four-fifths of the net value 
will purchase as a single premium at the then age of the 
insured; said policy to be paid at death or eighty; pro- 
vided the claim is made within two years thereafter; pro- 
vided also, that in the case of note policies four-fifths 
shall be deducted from the net value and the face of the 
notes taken therefrom; and the remainder of the said four- 
fifths applied to the purchase of a paid-up non-participat- 
ing policy as above; and also provided, that three full 
annual payments have been made on the original policy 
before its forfeiture. 

RESOLUTIONS OF FEBRUARY 6, 1878. 

1. Resolved, That in the case of the lapse of limited 
payment life and endowment policies (new form March i , 
1878), without surrender, paid-up credits of the same 
kind as the original policies will be given for the same 
amounts as would have been given in paid-up insurance 
upon surrender. 

2. Resolved, That in future all endowment and limited 
life policies which have been issued by the Penn Mutual 
Life Insurance Company, prior to March i, 1878, upon 
application originally made to it, in case of their lapse 
subsequent to January i, 1878, for non-payment of pre- 
mium, shall receive, without formal surrender, a credit of 
paid-up insurance on the books of the company accord- 
ing to the same rule and with the same restrictions as are 
provided by resolution of this date for policies of this class 
which may be issued after March i, 1878. 

RESOLUTION OF NOVEMBER 1 7, 1 882 (aS AMENDED 
MARCH 7, 1894). 

I, Resolved, That all ordinary forms of annual distribu- 



Penn Mutual Life Insurance Company. 341 

tion policies, issued on and after January i, 1883, and 
before July i, 1894, shall be non-forfeitable as follows: 
After two full years' premiums are paid in cash, if they 
should lapse, shall receive non-participating extension for 
the full amount of the policy, based upon the reserve 
value, or a paid-up non-participating policy on surrender 
by the then legal owner, in writing, addressed to the 
home office within sixty days after lapse, but on all such 
policies issued on and after July i, 1894, the paid-up or 
extension value shall not be allowed until after three full 
years' premiums shall have been paid in cash. 



343 Phcenix Mutual Life Insurance Company. 



CHARTER AND BY-LAWS OF THE PHCENIX 

MUTUAL LIFE INSURANCE 

COMPANY. 



GENERAL ASSEMBLY, MAY SESSION, 1851. 

Section i. Resolved by this Assembly, That Barzil- 
lai Hudson, James B. Hosmer, Francis Gillette, Benja- 
min E. Hale, Thomas S. Williams, Francis Parsons, 
Edson Fessenden, and all others who may become associ- 
ated with them as stockholders as hereinafter provided, 
their successors and assigns forever, be and they hereby 
are created and made a body corporate and politic, for the 
purpose of life insurance, and for the other purposes 
hereinafter mentioned, by the name of the "American 
Temperance Life Insurance Company, ' ' and by that name 
shall be and hereby are empowered to purchase, have, 
hold, possess and enjoy to themselves and their success- 
ors such lands, tenements, hereditaments, goods, chat- 
tels and eflfects of every kind as may be necessary to the 
transaction of the business of said companj', and the same 
to grant, alien, sell, invest and dispose of, to sue and 
be sued, plead and be impleaded in all courts of justice, 
to have and use a common seal, and the same to 
change and renew at pleasure, and to ordain and put in 
execution such bj^-laws and regulations as they may 
deem proper for the well ordering and government of 
said corporation and the transaction of its business; 
provided, they be not repugnant to the laws of the United 
States, or of this State, or to the provisions of this act of 
incorporation. 

Sec. 2. That the capital stock of said corporation 
shall be one hundred thousand dollars, with power to 
increase the same at any time hereafter, by a vote of the 



Phcenix Mutual Life Insurance Company. 343 

majority of stockholders at any stockholders' meeting 
assembled, to two hundred thousand dollars, and shall be 
divided into shares of fifty dollars each; and there shall 
be paid into the treasury of said corporation, by each 
subscriber to said capital stock, at the time of subscribing 
for the same an installment of five dollars on each share 
of stock by him subscribed for; and a further installment 
of three dollars on each share shall be paid within twenty 
days after the organization of said company, and the 
remainder of said shares so subscribed for shall, within 
twenty days after the organization of said company, be 
secured to be paid either by bond and mortgage on real 
estate or by such indorsed promissory notes as shall be 
approved of by the directors of said corporation and by 
the comptroller of public accounts of this State, and shall 
be payable in such times as the directors may determine, 
and such indorsers shall have a lien on the stock for 
which such note or notes are given. 

Skc. 3. That the capital stock of said corporation shall 
be transferable according to the rules and regulations of 
the company, and if any subscriber of any share or shares 
of said stock shall neglect or refuse to pay the install- 
ments as aforesaid, or to secure the payment of the resi- 
due of the stock by him subscribed as aforesaid, for the 
space of sixty days after the same shall become due or 
required, and after he or they have been notified thereof, 
the stock of such negligent stockholders shall be sold by 
the directors at public auction, giving at least twenty 
days' notice thereof in some newspaper printed in Hart- 
ford, and the proceeds of such sale shall be first applied 
in payment of the installment called for and the expenses 
attending the sale, and the balance, if any, shall be 
refunded to the owner of said stock; and such sale shall, 
in all respects, entitle the purchaser to all the rights of a 
stockholder to the extent of the shares so bought. 

Sec. 4. The said corporation is authorized and empow- 
ered to make insurances, predicated upon the lives of per- 
sons, and on such terms and conditions as shall be from 



344 .Phcenix Mutual Life Insurance Company. 

time to time ordered and provided for by the by-laws of 
said corporation ; and to make contracts upon any and all 
conditions appertaining to or connected with life risks, of 
whatever kind or nature, and policies may be issued, stip- 
ulated to be with or without participation in profits by 
the insured; but all dividends which shall be declared 
upon such insurances, or declared to stockholders, which 
are not claimed and called for within six months after the 
same have been declared, shall be advertised for at least 
three weeks in some newspaper printed in Hartford, and 
if not demanded within one year after the publication of 
said notice, shall become forfeited to said company. 

Sbc. 5. That policies may be issued by said company 
to any married woman in her name, or in the name of a 
third person as trustee, to cause to be insured the life of 
her husband, for any given period or for the term of his 
natural life; and in case of her surviving her husband the 
sum or net amount of insurance shall be payable to her 
for her sole use and benefit, free from any claims of either 
or any of the creditors or representatives of her husband; 
and in case of death of the wife before the decease of the 
husband, the amount of the insurance may be made pay- 
able after her death to her child or children, for his, her or 
their benefit, or their guardian or guardians, if under age. 

Sec. 6. That policies of insurance issued by said com- 
pany on the life of any person, expressed to be for the 
benefit of a married woman, whether the same be effected 
by herself or her husband, or by any other person in her 
behalf, shall inure to her separate use and benefit, and 
that of her or her husband's children, if any, as may be 
expressed in said policies, independently of her husband 
and his creditors and representatives, and also independ- 
ently of any other person effecting the same in her behalf, 
his creditors and representatives. 

Sec. 7. That it shall be lawful for any child by him- 
self or herself, and in his or her name, or in the name of 
any third person as his or her trustee or guardian, to 
cause to be insured for his or her sole use, the life of his 



Phcenix Mutual Life Insurance Company, 345 

or her parent; and the sum or net amount of the insurance 
becoming due and payable by the terms of the insurance 
shall be payable to him or her, and for his, her or their 
own use, free from the claims of the representative of his 
or her parent, or any of his, her or their creditors. 

Sec. 8. That the office of said company shall be located 
in the city of Hartford, and the stock, property and 
affairs of said corporation shall be managed and con- 
ducted by no less than five or more than eleven directors, 
a majority of whom shall reside in this State, and after 
the first year all to be chosen by ballot from among and 
by the stockholders, which directors, as also those of the 
first year, shall hold their offices until the first Tuesday 
in June next ensuing their election or appointment, and 
until others are chosen to supply their places; and the 
annual meeting for the choice of directors shall be holden 
at the city of Hartford, on the first Tuesday in June, or 
on such other day in the month of June as shall be deter- 
mined by the by-laws of said corporation. In the choice 
of directors, as aforesaid, each stockholder present, or 
represented by his attorney, shall be allowed one vote for 
each and every share of stock then held by him, and 
none but stockholders shall be eligible to the office of 
director, and a majority of said directors shall constitute 
a quorum for the transaction of business. 

Sec. 9. That if it shall so happen that an election of 
directors of said corporation shall not take place at the 
time of the annual meeting thereof, in any year, said 
corporation shall not be dissolved thereby, but an elec- 
tion may be had at any time within one year thereafter, 
the time to be designated and notice thereof given by the 
directors; and public notice, by order of the directors, 
shall always be given at least ten days previous to any 
meeting of the stockholders, in a newspaper printed in 
Hartford, and in such other way as may be deemed expe- 
dient. And the president shall have power to call special 
meetings of the stockholders whenever requested thereto 
by a majority of the directors. 



346 Phcenix Mutual Life Insurance Company. 

Sec. io. That to carry out the provisions of this act, 
and to organize the said corporation, Hezekiah S. Rams- 
dell, A. T. Judson and Amos M. Collins be, and they 
hereby are, appointed commissioners for the purpose of 
receiving subscriptions to the capital stock thereof and 
the first installment thereon; and as such are hereby 
authorized to receive such subscriptions and to close the 
subscription books of said company when the said capital 
stock shall be fully subscribed, or, in case the capital 
stock shall be oversubscribed, to distribute and apportion 
the same among subscribers, as the said commissioners 
shall deem proper; and when five hundred shares of said 
capital stock shall have been subscribed for, and the first 
installment aforesaid has been paid thereon, said stock- 
holders may elect a secretary and six directors who, with 
said secretary, shall constitute the first board of directors, 
who shall hold their offices, with all the powers given to 
directors by this act, until others are chosen to supply 
their places; and the directors may, after the stock shall 
all have been subscribed for, issue a call for a meeting of 
the stockholders, for the purpose of electing the remain- 
der of the directors. The directors shall adopt such 
by-laws, rules and regulations as may be necessary and 
convenient for commencing and carrying on business 
under this act. 

Sec. II. That the directors may choose a president, 
vice-president and secretary of their corporation, and 
appoint such other officers, clerks and agents and estab- 
lish such agencies as shall be by them deemed advisable 
for conducting the business of the company, fix their com- 
pensations, and take bonds from any and all of them for 
the faithful performance of their duties, and make such 
covenants and agreements as may be deemed necessary. 
The president and vice-president shall be chosen from 
among the directors, and shall hold their appointments 
for one year, and until others are chosen to supply their 
places ; but the other officers, clerks and agents of said 
company may be displaced and new ones appointed at the 
pleasure of the directors. In the absence or disability of 



Phcenix Mutual Life Insurance Company. 347 

the president, the vice-president shall preside, and if both 
are absent or disabled, the directors may choose a presi- 
dent pro tempore ; and in case any vacancy shall occur 
in the board of directors, the remaining directors may 
choose a director or directors from among the stockhold- 
ers to fill such vacancy, who shall hold their appoint- 
ment until others are chosen to supply their places. 

Sec. 12. That all policies of insurance or other con- 
tracts, authorized by this act, may be made with or with- 
out the seal of said corporation, and shall be signed by 
the president and secretary, and being so signed and 
executed shall be binding and obligatory upon said cor- 
poration, according to the true intent and meaning of 
such policies and contracts. 

Sbc. 13. That the capital stock of said corporation 
shall be invested either in loans upon bond and mortgages 
upon real estate, or in United States stocks, or any sound 
stocks created by any State of this Union, or any incor- 
porated city of this State; provided, that said corporation 
may loan or invest twenty-five per cent of its capital upon 
and in indorsed promissory notes not having more than 
twelve months to run. 

Sec. 14. That suits at law may be maintained by any 
stockholder or person insured by said company against 
said corporation, for losses or damages insured against by 
said corporation, if payment shall be withheld more than 
sixty days after the same shall be due and payable by the 
terms of the policy of insurance, or other contract, and 
after said corporation shall have been duly notified of such 
loss or damage. 

Sec. 15. That this act may be altered, amended or 
repealed at the pleasure of the general assembly, and 
nothing contained therein shall be so construed as to 
authorize said company to engage in the business of bank- 
ing. 

(Amendment of 1861.) 

Amending the charter of the American Temperance 
Life Insurance Company, of Hartford. 

Resolved by this Assembly (General Assembly, May 
session, 1861): 



348 Phoenix Mutual Life Insurance Company.- 

Section i . That the name of the American Temper- 
ance Life Insurance Company be and the same is hereby 
changed to the name of the Phoenix Mutual Life Insur- 
ance Company, and that the affairs of said company shall 
be managed by not less than eleven nor more than thirty- 
six directors ; said company, by its by-laws, may pre- 
scribe what number of its directors shall constitute a 
quorum for the transaction of the business of the company. 

Sec. 2. That nothing herein containedshallinany way 
impair or affect any contract, liability, obligation or duty 
of the said American Temperance Life Insurance Com- 
pany, made, entered into or incurred before the altera- 
tion of said charter, with or to any other person or per- 
sons, corporation or corporations, or of any other person 
or persons, corporation or corporations, with or to said 
company, or any proceedings instituted or that shall be 
instituted to enforce any contract, obligation, liability or 
duty in favor of or against said corporation, but any and 
all such contracts, obligations, liabilities, duties and pro- 
ceedings shall be and remain valid and binding in all 
respects to the same extent, and liable to be enforced by 
and against said company, by the name of the Phcenix 
Mutual Life Insurance Company, in the same manner as 
if none of the alterations of said charter contained in this 
resolve had been made. 

Sec. 3. This resolve shall go into effect on the first 
day of July, 1861 ; and that so much of the charter of 
the American Temperance Life Insurance Company as is 
inconsistent with the above alterations be, and the same 
is hereby repealed, and all other parts of the same, 
together with the foregoing resolve, be the charter of the 
Phoenix Mutual Life Insurance Company. 

Approved June 25, 1861. 

BY-LAWS 

OF THE PHCENIX MUT UAL LIFE INSURANCE COMPANY. 

At the annual meeting of the policyholders of the 
Phoenix Mutual Life Insurance Company, of Hartford, 



Phcenix Mutual Life Insurance Company. 349 

Conn., held at the home oflSce of the company February 
27, 1894, the following by-laws were adopted by unani- 
mous vote of the policyholders present. 

1. The secretary of the company shall give notice of 
the annual meeting by advertisement in some daily news- 
paper published in Hartford at least ten days before the 
meeting. Special meetings may be called at any time by 
the directors, notice of which shall be given in the same 
manner as for annual meetings. 

2. The directors at their first meeting after their elec- 
tion shall choose by ballot a president, vice-president and 
secretary, and shall appoint executive, finance and audit- 
ing committees. 

3. The executive committee shall consist of three (3) 
directors. This committee, subject to the regulations 
and control of the board of directors, shall have charge 
of the purchase and sale of bonds and stocks. It shall 
also be the duty of this committee to consider all general 
questions that arise concerning the property and assets 
of the company and its investments, and the manner in 
which they are made, and to advise the board of directors 
in relation to such questions. Said committee shall 
monthly make a report in writing to the directors of its 
doings and recommendations. 

4. The finance committee shall consist of three (3) 
directors, and (subject to any regulations which the board 
of directors may from time to time subscribe) shall have 
charge of the making of loans by the company and of 
the sales of real estate. Said committee shall monthly 
report in writing to the board a list of all loans unani- 
mously approved by them, and an account of real estate 
sold, which report shall be signed by the members of said 
committee and shall be kept on file. 

5. The auditing committee shall consist of two (2) 
directors, neither of whom shall be an executive officer; 
and it shall be the duty of said committee to examine the 
monthly balance sheets of the company, and once in each 
year the annual statement, verifying the same by such 



350 Phcenix Mutual Life Insurance Company. 

examinations of account as to said committee may seem 
necessary or proper; and said monthly balance sheets so 
verified shall be submitted to the directors at their next 
meeting, and said annual statement so verified shall also 
be submitted to the directors. 

6. The directors may from time to time provide terms 
and conditions of insurance upon which policies may be 
issued, and may at their discretion delegate said power 
to the exective officers of the company. 

7. These by-laws may be amended or altered at any 
meeting of the members of this company, provided that 
notice of an intended change in the by-laws shall be 
given in the notice of said meeting. 



Provident Life and Trust Company of Philadelphia. 351 



CHARTER AND BY-LAWS OF THE PROVIDENT 
LIFE AND TRUST COMPANY. 



AN ACT TO INCORPORATE THE PROVIDENT WFK AND 
TRUST COMPANY OF PHILADELPHIA. 

Section i. Be it enacted by the senate and house of 
representatives of the commonwealth of Pennsylvania, in 
general assembly met, and it is hereby enacted by the 
authority of the same: That Charles Rhoads, Anthony 
M. Kimber, John S. Hilles, EUiston P. Morris, Henry 
Haines, T. Wistar Brown, William Hacker, Philip C. 
Garret, Richard Cadbury, Samuel R. Shipley, John B. 
Garrett, J. Wistar Evans, John E. Carter, or any five of 
them, are hereby appointed commissioners to open books 
of subscription and organize a company by the name, 
style and title of the Provident Life and Trust Company 
of Philadelphia, which shall, so far as not inconsistent 
with the provisions of this act, have all the rights, pow- 
ers, privileges and franchises conferred, and be subject to 
the restrictions imposed by the first, second, third, fifth, 
sixth, seventh, ninth, tenth, eleventh, sixteenth and sev- 
enteenth sections of an act to provide for the incorpora- 
tion of insurance companies, approved the second day of 
April, anno domini, one thousand eight hundred and 
fifty-six, and shall have the powers and privileges men- 
tioned, as appertaining to the second class in the seventh 
section of said act, and shall transact its business on the 
joint stock and mutual principles combined.* 

(the SAID SECTIONS ARE AS FOLLOWS) : 

Section i. Be it enacted by the senate and house of 
representatives of the commonwealth of Pennsylvania, in 

*SuppIement, approved February 18th, 1869, requires all the net 
profits of life insurance, after deducting the expenses of the company 
to be divided among policyholders. 



352 Provident Life and Trust Company of Philadelphia. 

general assembly met, and it is hereby enacted by the 
authority of the same that whenever a special act of the 
general assemby shall be passed authorizing the incor- 
poration of an insurance company within this common- 
wealth, the commissioners named in such act, or any five 
of them, shall have power to open books for receiving 
subscriptions to the capital stock of said company, at 
such time and place as they may deem expedient, after 
having given at least thirty days' previous notice in one 
or more newspapers published in the coutity where a 
book of subscription is to be opened, or if no such paper 
shall be published in said county, then in a newspaper 
published in next adjoining county, at which time and 
place two or more of said commissioners shall attend and 
permit all persons of lawful age who shall ofier to sub- 
scribe in such book, in their own names, or in the name 
of any person who shall duly authorize the same, for any 
number of shares of stock; and the said book shall be 
kept open for the purpose aforesaid at least six hours in 
every secular day, for the space of five days, or until 
the said book shall have the whole number of shares so 
authorized therein subscribed; and if, at the expiration of 
the said five days, the book aforesaid shall not have the 
full number of shares so authorized therein subscribed, 
the said commissioners may adjourn from time to time, 
and transfer said book from place to place, until the 
whole number of shares shall be subscribed, of which ad- 
journment and transfer the commissioners aforesaid shall 
give public notice in one or more newspapers published 
as aforesaid, and when the whole number of shares shall 
be subscribed as aforesaid, the said book shall be closed, 
provided always that every person ofiering to subscribe 
in such book, in his own or any other name, shall, at the 
time of subscribing, pay to the attending commissioners 
five dollars for every share subscribed by such person, 
out of which fund shall be defrayed such incidental 
charges and expenses as may be incurred in taking such 
subscriptions, and the remainder shall be paid to the 
treasurer of the corporation as soon as the same shall be 



Provident Life and Trust Company of Philadelphia. 353 

organized and the oflScers chosen as hereinafter men- 
tioned. 

Sec. 2. That when twenty persons or more shall have 
subscribed the whole nnmber of shares authorized, and 
shall have paid ten percentum on the capital stock, the 
said commissioners, or a majority of them, shall certify 
under their hands and seals, and with their oaths or 
affirmations respectively, the names of the subscribers, 
and the number of shares subscribed and the amount paid 
in by each, to the governor of this commonwealth, who, 
thereupon, if satisfied of the truth of said certificate, 
shall by letters patent under his hand and seal of state 
create and erect the subscribers into a body politic and 
corporate in deed and in law, by the name, style and 
title designated by said special act, and by such name the 
said subscribers, and those who may thereafter become 
associated with them, shall have perpetual succession, 
and shall be able to sue and be sued, implead and be im- 
pleaded in all courts of record and elsewhere, and to 
make and to have a common seal, and the same to break, 
alter and renew at pleasure, and also to ordain, establish 
and put in execution such by-laws, ordinances and regu- 
lations as shall be necessary and convenient for the gov- 
ernment of said corporation, not being contrary to the 
constitution or laws of the United States or of this com- 
monwealth,' and generally to do all and singular the 
matters which to them it shall lawfully appertain to do 
for the wellbeing of the said corporation and the manage- 
ment of the afiairs thereof. 

Sec. 3. That the capital stock of such company shall 
be divided into shares of fifty dollars each, payment of 
which shall be made in gold, silver or notes of specie- 
paying banks of this commonwealth, and in the manner 
following, to wit: Five dollars on each share at the time 
of subscription as aforesaid, and twenty dollars on each 
share within ninety days thereafter, the residue to be 
paid in such installments as by the by-laws of the cor- 
poration shall be directed, and if any subscriber, his or 
her assignee or transferee, shall refuse or neglect to pay 



354 Provident Life and Trust Company of Philadelphia. 

the first or any subsequent installment called for ana de- 
manded by the directors of said company for the space of 
sixty days after the same shall be payable, such sub- 
scriber, his or her assignee or transferee, shall forfeit 
each and every share on which payment shall not have 
been duly made, or shall be liable to suit therefor, with 
one per centum a month interest thereon, in the same 
manner as debts of the like amount are now recoverable. 

5j^ ^|> ^j^ ^^ ^f^ *^ ^j^ ^j^ *^ ^^ 

Sec. 5. That at all elections for directors, the votes 
of the stockholders shall be by ballot, each share of stock 
not exceeding ten having one vote, and every five shares 
over ten having one additional vote. No stockholder 
shall vote by proxy, nor shall he or she be entitled to 
vote after the said first election unless the share or 
shares shall have been standing in his or her name, on 
the books of the company, for three months previous to 
said election, nor unless the whole sum due and payable 
on the share or shares by him or her held at the time of 
such election shall have been fully paid or discharged. 
The first election of directors shall be held on the third 
Monday after letters patent shall have been granted as 
aforesaid, and said directors then chosen shall hold their 
oflBces until the first annual election, or until new direc- 
tors shall be chosen as herein provided. 

Sec. 6. That the shares of stock of the said corpora- 
tion shall be assignable and transferable only on the 
books of the corporation, according to such rules and 
regulations as the directors shall for that purpose ordain 
and establish, and not otherwise. 

Sec 7. That the said companies shall be divided into 
two classes, the first of which shall be empowered to take 
risks against fire on all kinds of buildings, merchandise 
and other property, either limited or perpetual, to effect 
marine and inland insurances on vessels, cargoes and 
freights, and on merchandise and other property trans- 
ported on rivers, canals, lakes and railroads, and by 
steamboats, wagons, or otherwise, and to re-insure them- 
selves. And the second class shall be empowered to in- 



Provident Life and Trust Company of Philadelphia. 355 

sure the respective lives of its members and others, and 
to make all and every insurance appertaining to life 
risks of whatever kind of nature, and to receive and exe- 
cute trusts, to make endowments, and to grant and pur- 
chase annuities, but in no case shall the powers conferred 
on the one class be exercised by the other class without 
special authority therefor from the legislature, provided 
that any company may limit itself in its charter to the 
exercise of a portion of the powers enumerated under 
either of the aforegoing classifications. 

^fC ^s ^j^ ^1^ ^^ ^i> ^f^ ^^ ^^ ^j^ 

Sec. 9. That it shall and may be lawful for said 
companies to employ and invest their capital stock and 
other moneys of said companies in bonds and mortgages 
on real estate, in respondentia or bottomry bonds, ground 
rents, stocks or loans of the United States and State of 
Pennsylvania, and in stocks or loans of any borough, 
city or institution incorporated by the laws of this State, 
and in other good securities, and to sell and transfer the 
same, and to re-invest the proceeds of such sale or trans- 
fer in other such loans, stocks or securities, and the real 
estate which it shall be lawful for said company to pur- 
chase, receive, hold and convey shall be: I. Such as 
shall be requisite for its immediate accommodation in the 
convenient transaction of business. II. Such as shall 
have been mortgaged to it in good faith, by way of secur- 
ity for loans previously contracted, or for moneys due. 
III. Such as shall have been conveyed to it in satisfac- 
tion of debts previously contracted in the course of its 
dealings. IV. Such as shall be purchased at sales 
upon judgments, decrees or mortgages obtained or made 
for debts due said company, or for debts due other per- 
sons where said company may have liens or incum- 
brances on the same, and the purchase is deemed neces- 
sary to save the company from loss, provided, that no 
real estate acquired by the corporation, except that neces- 
sary for the transaction of business, shall be retained by 
said corporation for a longer period than five years, and 
provided further, that whenever such company shall have 



r!56 Provident Life and Trust Company of PHiLADEi.rniA 

the power of receiving and executing trusts under the 
second classification aforesaid, it shall be and is hereb)' 
authorized and empowered to take, receive and hold all 
estates and property, real and personal, which may be 
granted, committed, transferred or conveyed to it, with 
its consent, upon any trust or trusts whatsoever at any 
time or times, by any person or persons, body or bodies 
corporate, or by any court of the United States or of this 
State, and to administer, fulfill and discharge the duties 
of such trusts. 

Sec. io. That in execution of the several powers that 
may be conferred on such companies respectively, they are 
hereby empowered to make, execute and perfect such con- 
tracts, bargains, agreements, policies and other instru- 
ments as shall or may be necessary, and as the nature of 
the case may require; and every such contract, bargain, 
policy and other agreement shall be in writing or print 
under the corporate seal and signed by the president or, 
in his absence or inability to serve, by the vice-president 
or other oflScer in that event designated by the by-laws, 
and shall be dul}^ attested by the secretary or other proper 
officer of said company, who may be in like manner des- 
ignated. 

Sec. II. That whenever any company may be incor- 
porated under this law, and may intend to transact its 
business upon the mutual principle exclusively, or in con- 
nection with a joint stock capital, it shall be so designated 
in its charter; and if upon the mutual principle exclu- 
sively, then the parties named in such .special act, and their 
associates, shall be made and constituted a body corpor- 
ate, directly, and without the grant of letters patent, as 
hereinbefore provided, in reference to joint stock com- 
panies, and in that case all persons insuring with, and 
continuing to be insured therein, shall thereby become 
members during the period they shall remain so insured, 
and no longer, and shall pay such rates as shall be deter- 
mined by the board of directors, and be liable for all losses 
or expenses of said company to the amount of the pre- 
miums paid or agreed to be paid by said members respect- 



Provident Life and Trust Company of Philadelphia. 357 

ively. At the election for directors, each member insured 
by any sum not less than one dollar, paid in as a premium 
of insurance to said company during the year previous to 
said election, and on policy then existing, shall have one 
vote; and for every additional twenty-five dollars so paid, 
one other vote. In other respects, the management of 
said mutual companies shall be as hereinbefore provided 
in reference to joint stock insurance companies; provided, 
however, that no company incorporated with the powers 
before enumerated under the second class shall undertake 
or execute trusts of any description until at least one 
hundred thousand dollars as capital stock shall have first 
been subscribed and paid in. 

kJ^ ^1^ xJ^* *-J< *Sf ^1^ «l^ ^i^ *J^ ^f 

*yH ^j^ ^J^ ^^ *yv *^ ^* ^^ *^ ^b 

Sec. 1 6. That all companies incorporated under this act, 
shall semi-annually account for and pay into the treasury 
of this commonwealth the tax on capital stock and divi- 
dends, as provided by the thirty-third section of an act to 
reduce the State debt and incorporate the Pennsylvania 
Canal and Railroad Company, passed the twenty-ninth 
day of April, anno domini one thousand eight hundred 
and forty-four, or as may be from time to time provided 
by law. 

Sec. 17. That if any director or of&cer of any of said 
companies shall fraudulently embezzle or appropriate to 
his own use, or to the use of any other person or persons, 
any money or other property belonging to the said insti- 
tution, or left with or held by the said company in trust 
as a special deposit or otherwise, he or they, on convic- 
tion thereof, shall be fined in a sum not less than the 
amount so appropriated or embezzled, and sentenced to 
undergo an imprisonment in the penitentiary, in separate 
and solitary confinement at labor, for any term not ex- 
ceeding five years, at the discretion of the court; provided, 
that this shall not prevent any person aggrieved from 
pursuing his, her or their civil remedy against such per- 
son or persons. 



3o8 Provident Life and Trust Company of Philadelphia. 

Sec. 2. The affairs of said company shall be managed 
by nine directors, stockholders of said company. The 
board of directors first elected, at the time designated in 
the fifth section of said act, shall, at their first meeting 
after their election, divide themselves by lot into three 
classes of three each; the first class shall continue to be 
directors until the next regular annual meeting of the 
stockholders; the second class until the next regular 
annual meeting but one, and the third class until the next 
regular annual meeting but two. The regular annual 
meetings of the stockholders shall be held on the second 
day of the first month of each year, and an election shall 
be held on the said day, in each year, between the hours of 
ten A. M. and two P. M. , for three directors to serve for 
three years.* Nothing herein contained shall be con- 
strued to make the outgoing directors ineligible for re- 
election; and the directors for the time being shall continue 
in office until others are elected in their place. The board 
of directors shall annually elect a president from their own 
number, and such other officers and agents as they may 
deem necessary or expedient for conducting the business 
of said company, and shall have the power to declare, by 
by-laws, what number of directors, less than a majority of 
the whole, shall constitute a quorum for the transaction 
of business. The officers of said corporation shall perform 
the duties of their respective offices until they shall be re- 
elected, removed from office, or their successors shall be 
chosen. And in case of death or resignation of a director, 
the vacancy occasioned thereby may be filled by the re- 
maining directors. 

Sec. 3. The capital stock of said company shall con- 
sist of three thousand shares at fifty dollars each, to be 
paid in lawful money of the United States, in such instal- 
ments as the directors may determine; and a majority of 

*By the supplements approved March 12, 1866, and February 1, 
187], the time for holding the regular annual meeting of stockholders 
is changed to the second Monday of first month, January, in each 
year, and the number of directors increased to fifteen, of whom five 
shall be voted for at each annual election. 



Provident Life and Trust Company of Philadelphia. 359 

the stockholders convened for that purpose, on ten days' 
notice, published in two daily newspapers* in the city of 
Philadelphia, may increase the capital stock to an amount 
not exceeding ten thousand shares, to be paid in such in- 
stalments as the directors may determine. f 

Sbc. 4. The directors shall have the power, annually 
or oftener, to declare dividends out of the net profits of 
the business of the company. 

Sec. 5. It shall be lawful for any court of the common- 
wealth of Pennsylvania, with the consent of said company, 
to appoint them trustee, assignee, guardian of a minor, 
committee of a lunatic, or receiver, and to allow them like 
compensation for the execution of such trusts as would, 
by law, be allowed to individuals executing such trust; 
provided, that no bond or collateral security shall be re- 
quired from said company, when appointed trustee, 
assignee, guardian, committee, or receiver; but for the 
proper care and investment of property or moneys received 
by them, under such trust, they shall be liable to the same 
extent as individual trustees, etc., are liable.* 

Sec. 6. The said company are authorized and em- 
powered to receive moneys on deposit, to be returned on 
demand, or on such notice and with such interest as may 
be agreed upon between the parties; provided, that such 
rate of interest shall in no case exceed six per cent per 
annum. 

Sec. 7. At the election for directors, besides the votes 
to which stockholders are entitled, each policyholder in 

*The power granted in section 3 was exercised by the stockholders 
resolving, at a special meeting called for that purpose and held fifth 
month 24, 1870, to increase the capital stock to the sum of five hun- 
dred thousand dollars, which has since been paid in. 

By a supplement approved April 1, 1873, authority was given to 
increase the capital stock from time to time to a sum not exceeding 
two millions of dollars; also, to change the par value of the stock to 
one hundred dollars per share, and to issue one share at the increased 
value in place of the two of the old shares. 

fBy supplement approved March 12, 1866, it was enacted that any 
persons or bodies politic or corporate may appoint this company 
trustees, etc. 



300 Provipent Life and Trust Company of Philadelphia. 

said company, having paid to tlie same not less than fifty 
dollars in premiums on such policy, shall be entitled to 
one vote. 

Sec. 8. The business of the said corporation shall be 
carried on at such place in the city of Philadelphia as the 
directors shall direct, and at such agencies as they may 
establi.'ih. 

Approved the twenty-second day of March, A. D. 
1865. 



A SUPPLEMENT TO AN ACT ENTITLED "AN ACT TO IN- 
CORPORATE THE PROVIDENT LIFE AND TRUST COM- 
PANY OF PHILADELPHIA. 

Section i . Be it enacted by the senate and house of 
representatives of the commonwealth of Pennsylvania, in 
general assembly met, and it is herebj^ enacted by au- 
thority of the same: That so much of the second section of 
the act to which this is a supplement as provides that the 
regular annual meeting of the stockholders of said company 
shall be held on the second day of the first month in each 
year be and is hereby repealed, and such meeting shall 
hereafter be held on the second Monday of the first month, 
January, in each and every year. 

Sec. 2. That it shall and may be lawful for any person 
or persons, or bodies politic or corporate, by deed, will or 
otherwise, to make and appoint the said company trustee, 
guardian of the estates of minor children, committee of a 
lunatic, or receiver, in the same manner and upon the 
same provisions as, by the fifth section of the act to which 
this is a supplement, any court of the commonwealth of 
Pennsylvania can or may do; and the said company is 
further empowered to accept such appointments and to 
act as executor or administrator of any deceased testator 
or intestate, without there being required to be given by 
said company any bond or sureties for the fulfillment of 
such trusts; and letters testamentary and of administra- 
tion may be issued by the registers of wills for the proper 



Provident Life and Trust Company of Philadelphia. 361 

counties, to them, for such appointments as executor or 
administrator, as the said company may accept, without 
such bond or sureties. 

Sec. 3. That the capital stock of said company shall 
be taken and considered as the security required by law 
for the faithful performance of their duties as such execu- 
tors or administrators, guardians, trustees, or receiver, 
and shall be liable in case of any default. 

Sec. 4. That the seventh section of the said act incor- 
porating said company be and is hereby repealed, and 
that every policyholder in the said company, having paid 
up the dues to the company on their several policies, shall 
be entitled at each annual election for directors to one 
vote for one director. 

Approved March 12, 1866. 



A SUPPI^EMENT TO "AN ACT TO INCORPORATE THE PROV- 
IDENT LIFE AND TRUST COMPANY OF PHILADEL- 
PHIA," REQUIRING THE PROFITS ARISING FROM 
LIFE INSURANCE BUSINESS TO BE DIVIDED AMONGST 
THE POLICYHOLDERS. 

Section i. Be it enacted by the senate and house of 
representatives of the commonwealth of Pennsylvania, in 
general assembly met, and it is hereby enacted by au- 
thority of the same: That the first section of the act to 
which this is a supplement, shall be amended by adding 
thereto the following provision, viz: "And that all the 
net profits to be derived from the business of life insur- 
ance, after deducting the expenses of the company, shall 
be divided pro rata among the holders of the policies of 
such life insurance, equitably and ratably, as the direc- 
tors of same company shall and may, from time to time, 
ascertain, determine and report the same for division," 

Approved the i8th day of February, 1869. 



362 Provident Life and Trust Company of Philadelphia. 

A FURTHER SUPPLEMENT TO AN ACT ENTITLED ' ' AN ACT 
TO INCORPORATE THE PROVIDENT LIFE AND TRUST 
COMPANY OF PHILADELPHIA," APPROVED THE 22ND 
DAY OF MARCH, ANNO DOMINI ONE THOUSAND EIGHT 
HUNDRED AND SIXTY-FIVE, INCREASING THE NUMBER 
OF DIRECTORS OF SAID COMPANY. 

Section i. Be it enacted by the senate and house of 
representatives of the commonwealth of Pennsylvania, in 
general assembly met, and it is hereby enacted by the 
authority of the same: 

That the said company shall have the power to increase 
the number of directors thereof to any number not ex- 
ceeding fifteen in all, and so much of the section of the 
said act of incorporation as limits the number of said 
directors to nine is hereby repealed. 

Sec. 2. That the existing board of directors of said 
company may appoint additional directors thereof, not 
exceeding six in number, to serve with them until the 
next ensuing annual election; the directors then holding 
ofi&ce shall have power to regulate and determine the 
tenure of oflfice of the individual members of such new 
board, and their successors, in such a manner as shall in- 
sure the expiration of the terms in ofi&ce of at least one- 
third of the whole number of directors at the end of each 
year thereafter; provided, however, that any member of 
said board shall be deemed eligible for re-election. 
. Approved the first day of February, A. D. 1871. 



A further SUPPLEMENT TO "AN ACT TO INCORPORATE 
THE PROVIDENT LIFE AND TRUST COMPANY OF 
PHILADELPHIA," AUTHORIZING AN INCREASE OF THE 
CAPITAL OF SAID COMPANY AND A CHANGE IN THE 
PAR VALUE OF THE SHARES THEREOF, AND ALLOW- 
ING SAID COMPANY TO INSURE THE SAFETY OF PRO- 
PERTY ENTRUSTED TO THEIR KEEPING. 

Section i. Be it enacted by the senate and house of 
representatives of the commonwealth of Pennsylvania, in 



Provident Life and Trust Company of Philadelphia. 363 

general assembly met, and it is hereby enacted by the 
authority of the same: 

That the Provident Life and Trust Company of Phil- 
adelphia shall have the power to increase the capital 
stock of said company, from time to time, as the stock- 
holders by vote at special meetings to be called {from 
time) for that purpose, may determine, to a sum not 
exceeding two millions of dollars. 

Skc. 2. That whenever the stockholders of said com- 
pany, at a general or special meeting thereof, may so 
elect and decide, the par value of the shares of the capi- 
tal stock of said company may be changed from fifty 
dollars per share to one hundred dollars per share, and 
the old certificates thereof taken in and new ones issued 
in lieu thereof, at the rate of one share at the increased 
value for two of the old shares. 

Sec. 3. That the said company shall also have power 
to receive on deposit, for safe keeping, stocks, bonds and 
other property or valuables, and to make insurance ior 
the safe keeping and proper return thereof, upon such 
terms and conditions as by by-laws and rules of the said 
company may be prescribed. 

Approved the ist day of April, A. D. 1873. 



BY-LAWS. 

Section i. Officers. — The oflBcers of this company 
shall be a president, vice-president, actuary, assistant 
actuary, and such other officers as may from time to time 
be required for the prompt and orderly transaction of its 
business. 

Sec. 2. Time of Holding Office. — The actuary and 
the subordinate officers shall be appointed to hold their 
offices respectively during the pleasure of the board. 

Sec. 3. President. — The duties of the president shall 
be to preside at the meetings of the board, to make, in 
conjunction with the committee of finance, all necessary 
purchases and sales of securities, to enter into contracts 
in relation to trust estates, or deposits of money to be 



364 Provident Life and Trust Company of Philadelphia. 

held in trust or on interest, and to exercise a general 
supervision over the affairs of the compan5^ 

Sec. 4. Actuary. — The actuary of this company shall 
be responsible for all the moneys, funds and valuables of 
the company, and shall give bond with security, to be 
approved by the board, in such sum as it may from time 
to time determine, conditional for the faithful and honest 
discharge of his duties as such actuary, and that he will 
faithfully apply and account for all such moneys, funds 
and valuables, and deliver the same on proper demand to 
the order of the board of directors of this company, or to 
the person or persons authorized to receive them. It 
shall be the duty of the actuary to attend at the com- 
pany's oflSce every day during the hours of business. He 
shall act as secretary of the board of directors. He shall 
keep minutes of their proceedings in a book provided for 
that purpose. He shall receive all money due to the 
company and promptly deposit the same in the bank 
designated by the directors. He shall, once a month, or 
oftener, if required, make a statement of the current busi- 
ness of the company, submit the same to the committee 
of finance and accounts and, if approved by them, lay it 
before the board. He shall cause a notice of every meet- 
ing of the board of directors to be delivered to each mem- 
ber at least one day previous to the time fixed for meet- 
ing, and shall give notice for the meetings of the company 
in such manner as shall be directed by the board. He 
shall also cause a notice to be given to the chairman of 
each committee, designating the names of the members 
thereof and the object for which they have been appointed. 
He shall receive all applications for insurance, annuities, 
trust accounts, etc., make the necessary investigations 
and calculations, and enter in a book to be kept for that 
purpose all the computations relating to the business of 
the company, for the use of the company. 

Sec. 5. Vice-Presidenl and Assistant Actuary . — Incase 
of the absence of the president and actuary their duties 
and responsibilities shall respectively devolve upon the 
vice-president and assistant actuary, who are hereby 



Provident Life and Trust Company of Philadelphia. 365 

empowered to act, and their signatures shall be equally 
binding upon the company. The assistant actuary shall 
give bonds as provided in section 4th. 

Sec. 6. Meetings of the Board. — The stated meetings 
of the board of directors shall be on the first second day 
of every month, except when the second day of the week 
shall fall on the first, second or third day of the month, 
in which case the meeting shall be on the following sec- 
ond day; and special meetings may at any time be called 
by the president on his own authority, or when requested 
by two directors. Four directors shall be a quorum. 

Sec. 7. Order of Business. — The order of business 
shall be as follows : Roll call; reading minutes; statement 
of business for the past month; balance sheet; reports of 
committees; unfinished business; new business. 

Sec. 8. Committee of Fiftance, etc. — At the first meet- 
ing of the directors after the election, a committee of four 
directors, one of whom shall be the vice-president, to be 
called the committee of finance and accounts, and a com- 
mittee of four directors, to be called the committee on 
trusts and audit, shall be appointed by the president, to 
serve during the year; and in case of the death, resigna- 
tion, or continued absence of any member of the said com- 
mittees, another shall be appointed in his place. 

The duty of the committee of finance shall be to super- 
vise and control the investments of the company in 
accordance with the provision of the act of incorporation, 
except the investments in mortgages and ground-rents. 
They shall exhibit minutes of their proceedings to the 
board monthly. They shall examine the monthly report 
of the actuary, and compare it with the books of the com- 
pany. 

The duty of the committee on trusts and audits shall 
be to examine the assets of the company at least once in 
three months, and to advise in all matters relating to 
trusts which may be confided to the care of the company. 
They shall also supervise and control the investments of 
moneys in mortgages and ground-rents. 



306 Provident Life and Trust Company of Philadelphia. 

Sec. 9- Special Committees- — All special committees 
shall be appointed by the president. 

Sec. io. Insurances and Contracts. — The president and 
actuary shall have power to insure on any single life or 
joint lives any sum not exceeding $20,000, and may con- 
tract for annuities and endowments; and all insurances 
and contracts must be signed by them. 

Sec. II. Deposits of Moneys, etc. — All dividends and 
interest belonging to the company shall be promptly col- 
lected, and all moneys and notes shall be deposited in the 
name of the company, in one of the incorporated banks of 
this city, except such amounts as may be kept for con- 
venience in the company's vault, and in one of the 
national banks of the City of New York. No money 
shall be drawn otherwise than by check of president, 
countersigned by the actuary; or by check of either of 
them, countersigned by one of the committee of finance. 

Sec. 12. Seal. — The seal of this company shall have 
an impression 19-16 inches in diameter, having upon its 
face the words forming the title of this company, and in 
body the coat of arms of the State of Pennsylvania, and 
date of organization of this company. 

Sec. 13. — Transfer of Real Estate. — All transfers and 
conveyances of real estate shall be made by the company, 
under the seal thereof, in accordance with an order of the 
board, and shall be signed by the president and actuary; 
and the president and actuary shall have power to enter 
satisfaction upon all mortgages and ground-rents held by 
the company in its own name, or in any fiduciary 
capacity, and to assign the same. 

Sec. 14. Days Wheri Open. — The ofiice of the com- 
pany shall be open daily for the transaction of business 
from 9 A. M. to 3 p. M., excepting on the first day of the 
week and on such other days as are or may be designated 
legal holidays. 

Sec. 15. Minutes. — The articles of association of this 
c6mpany, l^e proceedings of any meeting of the stock- 
holders, and the returns of the judges of the election, 
shall be recorded in the minute book. The proceeding of 



Provident Life and Trust Company of Phu-adei-phia. 367 

the board of directors at all regular and special sessions 
shall also be recorded, and the minutes thereof signed by 
the actuary. 

Sec. 1 6. Transfers of Stock. — The stock of this com- 
pany shall be assignable only on the books of this com- 
pany, in person or by a duly authorized attorney or rep- 
resentative, subject to all the restrictions and provisions 
of the act under which this company is organized; and a 
transfer book shall be kept, in which all assignments and 
transfers of stock shall be made, and which shall be wit- 
nessed by the president or actuary. Transfers of stock 
shall be suspended for five days preparatory to the day on 
which dividends shall be declared payable; andaividends 
shall be paid to the stockholders in whose name the stock 
shall stand on the day on which the books are closed. 

Sec. 17. Certificates of Stock. — Certificates of stock, 
signed by the president and actuary, and bearing the 
seal of the company, shall be issued to stockholders, and 
the certificate shall state upon the face thereof that the 
stock is transferable only on the books of the company; 
and when stock is transferred, the certificates thereof shall 
be returned -to the company and cancelled, and new cer- 
tificates issued. 

Sec. 1 8- Expenses. — All the current expenses of tht 
company shall be paid by the actuary, who shall, every 
six months, or oftener, if required to do so, make to the 
board a detailed statement thereof. They shall be charged 
to the life insurance fund upon the books of the company, 
except that all taxes upon dividends made to the stock- 
holders, and upon moneys on deposit, shall be charged 
against theearning of the stock department. 

Sec. 19. Disclosure of Business. — No director, oflBcer, 
or employe of this company shall be allowed to disclose 
any of the business of the company, or any of its dealers,, 
that is not of a public nature, or duly required by legal 
authority, except the necessary information to dealers 
concerning their own particular business. 

Sec. 20. Insurance and Stock Dividends. — In order 
that the policyholders shall receive the entire benefit from 



368 Provident Life and Trust Company of Philadelphia. 

the insurance fund, the insurance account shall be kept 
separate and distinct from the trust accounts, and moneys 
received for premiums or annuities shall be securely- 
invested. The surplus of this fund shall be carefully 
calculated, and dividends shall be made on the contribu- 
tion plan, so that each policyholder shall receive one on 
the payment of his third yearly premium, and annually 
thereafter, on the payment of each subsequent yearly pre- 
mium, whenever a declaration of dividend shall be made 
by the board. At the stated meetings of the board in the 
sixth and twelfth months of every year, the board may 
declare a dividend of so much of the profits of the stock 
branch of the company as they shall judge expedient, 
and the same shall be payable to the stockholders on 
demand; but such dividends shall in no case exceed the 
amount of the net profits then on hand. 

Sec. 21. The purchase of stock of this company b)' 
any of the officers or employes thereof, for the purpose of 
speculation or re-sale, is forbidden, and no charge or 
brokerage of any kind shall be made by them on 
sales of stock; but nothing herein contained shall be 
construed to forbid a purchase for investment on the part 
of said officers or employes. 



Provident Savings Life Assurance Society. 369 



CHARTER AND BY-LAWS OF THE PROVIDENT 

SAVINGS LIFE ASSURANCE SOCIETY 

OF NEW YORK. 

DECLARATION. 

We, the undersigned, do hereby declare, set forth, 
and express our intentions to associate and form a com- 
pany for the purpose of making insurance upon the lives 
of individuals, and every insurance appertaining there- 
to, or connected therewith, and to grant, purchase or 
dispose of annuities, pursuant to the provisions of the 
act entitled, "An act to provide for the incorporation 
of life and health insurance companies, and in re- 
lation to agencies of such companies," passed June 24, 
1853, and the acts in amendment thereof, and sup- 
plemental thereto ; and that the following is the charter 
they propose to adopt. 

CHARTER. 
Article I. 
This corporation shall be called the Provident Sav- 
ings Life Assurance Society of New York. 

The place where it shall be located, and where shall 
be the principal office for the transaction of business, 
shall be the city of New York. 

Article II. 

The kind of business to be undertaken by the cor- 
poration shall be, to " make insurance upon the lives of 
individuals, and every insurance appertaining thereto, 
or connected therewith, and to grant, purchase or dis- 
pose of annuities." This corporation shall possess and 
enjoy all powers, privileges and franchises, and shall be 



370 Provident Savings Life Assurance Society. 

subject to all restrictions, regulations and obligations 
imposed upon incorporations organized or existing under 
the said act passed by the Legislature of the State of 
New York, June 24, 1853, and acts passed or to be 
passed in amendment thereof or supplemental thereto. 

Article III. 

The capital stock of the corporation shall be one 
hundred and twenty-five thousand dollars. 

Article IV. 

Within sixty days after the close of each fiscal year, 
a valuation of the assets and the liabilities of the cor- 
poration shall be made, when, after providing for all out- 
standing obligations, including such additional reserve 
as shall be deemed advisable, the surplus shall be 
divided as follows : 

1. The stockholders shall be entitled to a semian- 
nual dividend, not to exceed Zy^ per cent on the amounts 
standing to their credit on the books of the corporation. 

2. The net surplus arising from the payments of 
persons insured upon the participating or mutual plan, 
shall be divided amongst them in equitable propor- 
tions. 

3. Any surplus arising from the payments of persons 
insured upon the nonparticipating or stock plan, and that 
derived from other sources, shall be credited pro rata to 
the stockholders, but shall be retained by the corpora- 
tion as a guarantee fund until the same shall amount to 
the sum of two hundred and fifty thousand dollars, after 
which any excess may be divided amongst the stock- 
holders annually. 

Article V. 

The corporate powers of the corporation shall be 
vested in a Board of Directors, and shall be exercised 
b}' them and by such officers and agents as they may ap- 
point and from time to time empower. The Board of 
Directors shall consist of twenty-four persons, each of 
whom shall be a stockholder in the corporation. 



Provident Savings Life Assurance Society. 871 

Article VI. 

The first Board of Directors shall be elected by the 
stockholders at a meeting to be called for that purpose by 
the commissioners appointed to receive subscriptions to 
the capital stock. The directors so elected shall immedi- 
ately after organization proceed to divide themselves 
into four classes, the terms of which shall expire in one, 
two, three and four years, respectively. The annual 
election for directors shall be held at the office of the 
corporation in the city of New York. Each stockholder 
shall be entitled, in the election of directors, to one vote 
for each share of stock standing in his name upon the 
books of the corporation, which votes may be cast in 
person or by proxy, in conformity with the by-laws. 
Vacancies in their number may be filled for the unex- 
pired terms by the Board of Directors. 

Article VII. 

The Board of Directors shall have power to make, 
alter or amend such by-laws, rules and regulations for 
the transaction of business, and for the management of 
affairs, not inconsistent with law or with this charter, as 
may be deemed wise and expedient. 

Article VIII. 
The Board of Directors shall elect annually from 
their number a President, and they may also appoint a 
Vice President and Actuary, a Secretary, and such 
other officers and clerks as may be deemed requisite, 
who shall hold office during the pleasure of the board. 

Article IX. 

William T. Booth, William S. Opdyke and Sheppard 
Romans, are hereby appointed commissioners to open 
books for subscription to the capital stock of the cor- 
poration, and to receive the same. Any two of said 
commissioners shall be a quorum for the transacti6n of 
business. They shall have power to fill vacancies in 
their number. 



372 Provident Savings Life Assurance Society. 

Article X. 

The fiscal year of the corporation shall commence on 
the first day of January, and shall terminate on the 
thirty-first day of December in each year. 

Dated New York, February 25, 1875. 
John R. Smith, R. D. Bush, 

Wm. Peet, Wm. Calhoun, 

Sheppard Homans, Wm. Carson, 

RoBT. I. Brown, T. Burridge, 

Henry W. Hubbell, James L. Goodridge, 

Stephen S. Lancaster, Edw. D. Foster. 

George Walker, 

Attorney General's Office, \ 
Albany, Feb. 26, 1875, f 

I do hereby certify that I have examined the annexed 
declaration of the Provident Savings Life Assurance So- 
ciety of New York, and that I find the same to be in ac- 
cordance with the requirements of the act entitled " An 
act to provide for the incorporation of life and health 
insurance companies, and in relation to agencies of such 
companies," passed June 24, 1853, and the several acts 
amendatory thereof., and not inconsistent with the con- 
stitution or laws of the United States nor of this State. 

Charles S. Fairchild, 
Deputy Attorney General. 

To Hon. O. W. Chapman, 

Superintendent of Insurance Departtnent. 

State of New York, ) 

Insurance Department. > 
Albany, Feb. 6, 1880. ) 

Whereas, the Provident Savings Life Assurance So- 
ciety of the city of New York, and State of New York, 
has availed itself of the provisions of Chapter 264 of the 
laws of 1878 entitled "An act to authorized corpo- 
rations organized under the laws of this State to reduce 
their capital stock," passed May 15, 1878. 

And, whereas, said society has reduced its capital 
stock in pursuance of the above mentioned act, from 



Provident Savings Life Assurance Society. 373 

one hundred and twenty-five thousand dollars ($125,- 
000) to one hundred thousand dollars ($100,000). 

And, whereas, also, said society has filed in this de- 
partment a certified copy of the evidence that it has fully 
complied with all the requirements of said act ; together 
with the comptroller's certificate of approval attached 
thereto. 

Now, therefore, I, John F. Smyth, Superintendent of 
the Insurance Department of State of New York, do 
hereby certify that the said Provident Savings Life 
Assurance Society is duly organized under the laws of 
this State and is authorized to issue policies and trans- 
act business as a joint stock life insurance company, 
with a paid-up capital of one hundred thousand dollars 
($100,000). 

In witness whereof I have hereunto set my hand and 
affixed my official seal at the city of Albany, the day and 
year first above written. 

L. S. John A. McCall, Jr., 

Deputy Superintendent. 

BY-LAWS. 

1. The annual meeting of the corporation, for 
election of Directors, shall be held at its principal of- 
fice, in the city of New York, on the first Thursday of 
April in each year. A written or printed notice thereof 
shall be mailed or delivered to each Stockholder, at 
least ten days before the day of meeting. 

Stated meetings of the Directors shall be held on the 
third Thursday of January, April, July and October in 
each year. 

Special meetings of the Stockholders may be called 
by order of the Directors. 

Special meetings of the Directors may be called by 
order of the President, and shall be so called on the 
written request of three Directors. The object of all 
special meetings, whether of Directors or Stockholders, 
shall be stated in the notice for the same ; and no busi- 



374 Provident Savings Life Assurance Society. 

ness shall be done at such a meeting other than is indi- 
cated in such notice. Notice of all special and stated 
meetings, except adjourned meetings, shall be, printed 
or in writing, mailed or delivered to the persons entitled 
thereto. 

2. Vacancies in the Office of Director shall be filled, 
by ballot, by the remaining members of the board, at 
some meeting subsequent to the occurrence of such va- 
cancy, and upon due notice of the proposed election set 
forth in the call for the meeting at which such vacancy 
is to be filled. 

The Directors may appoint one of their number 
chairman of the Board of Directors, whose duty shall 
be to preside at all meetings of the board and of the 
corporation, and the board shall have power to fix a 
compensation for the punctual attendance of Directors 
at meetings. 

3. The President shall be the chief executive officer 
of the corporation, and shall, under the direction of the 
Board of Directors or Executive Committee, have the 
general superintendence and direction of its affairs, and 
in the absence of the Chairman of the Board he shall 
preside at the meetings of the corporation and of the Di- 
rectors. In the absence of the President, a Vice Presi- 
dent shall perform the duties of the President. 

4. The Actuary shall make the necessary computa- 
tions for determining the rates of premium for the dif- 
ferent classes of risks, values of policies on surrender, 
and at stated times the amount of surplus funds remain- 
ing in the society. He may be consulted officially on all 
matters pertaining to his profession, and shall collect and 
arrange useful books, documents, tables and statistics 
upon the business of life assurance and annuities for 
the use of the society. The offices of President and 
actuary may be held by the same person. 

5. The Secretary shall be the clerk of the corpora- 
tion, and as such he shall notify and attend all meetings 
of the Stockholders, Directors and Standing Committees, 
and of special committees when requested so to do; and 



Provident Savings Life Assurance Society. 375 

he shall keep and record, in suitable books, the minutes 
of such meetings. He shall sign all policies and re- 
ceipts for premiums, and keep a register of policies. He 
shall have the general oversight and direction of the 
bookkeeping department of the corporation and the cus- 
tody of its papers, He shall also have charge of its 
cash funds, under the direction of the Finance Commit- 
tee, and keep accurate accounts of receipts and pay- 
ments of money. 

6. The Medical Examiner shall be chosen by ballot, 
by the Directors, and hold office during the pleasure of 
the board. He shall attend daily at the principal office 
of the corporation, and examine applicants and applica- 
tions for assurance, and he shall keep a full and careful 
record of such examinations. 

1. The President, or the Vice President (in the ab- 
sence of the President) and Secretary or Assistant Sec- 
retary, shall have power to make contracts for assurance, 
in conformity with the rules and regulations of the cor- 
poration; provided that no policy shall be issued without 
the recommendation of the medical examiner, and pro- 
vided further, that no assurance shall be carried on any 
one life for a greater amount than twenty-five thousand 
dollars. 

8. The seal of the corporation shall be under the 
charge of the Secretary, who shall have power to affix 
the same to contracts of insurance and annuities, to cer- 
tificates acknowledging the satisfaction of mortgages, to 
assignments of mortgages, deeds of real estate, powers 
of attorney, and such other instruments under the seal 
as he may be required or authorized to execute. 

9. There shall be three standing committees, to be 
chosen annually by the Directors at their first meeting 
after the annual meeting of the corporation, viz.: A 
Finance Committee, and an Insurance Committee, each 
to consist of five Directors, and an Auditing Committee 
to consist of three Directors. A majority of each com- 
mittee shall constitute a quorum, and the members of 
each committee shall hold office until their successors 
shall be appointed by the board. 



376 Provident Savings Life Assurance Society. 

The Directors may, in their discretion, instead of ap- 
pointing an Auditing Committee, appoint one of their 
number as Auditor. 

In case the Standing Committees are for any 
reason not appointed at the first meeting of the Directors, 
as above provided, they may be appointed at any subse- 
quent meeting of the Directors, upon due notice of the 
proposed appointment of the same, set forth in the call 
of the meeting at which such action is to be taken, and 
the Directors may at any meeting fill any vacancy in 
either of the standing committees. 

10. The Finance Committee shall have special charge 
of the investment of the capital and funds of the Corpo- 
ration; they shall determine the mode of keeping ac- 
counts, shall fix the salaries of all officers and other 
persons employed by the Corporation, not established by 
the board, may direct the release of mortgaged premi- 
ses, and recommend the declaration of dividends on the 
capital stock. 

11. The Insurance Committee shall have special 
charge and direction of all matters relating to assur- 
ance, shall fix the forms of policies and other contracts of 
a kindred nature, shall assist in the settlement of claims 
for losses, and no loss shall be paid without its approval. 

12. The Auditing Committee or the Auditor shall 
examine and audit all accounts of receipts and pay- 
ments prior to each quarterly meeting of the board. 

13. The Board of Directors, may by resolution, 
appoint an Executive Committee of not less than five 
Directors, which shall have, when the board is not in 
session, all the powers of the Board of Directors which 
may legally be delegated to such committee. Such Ex- 
ecutive Committee shall report all of its proceedings to 
the Board of Directors at each quarterly meeting of the 
board. 

14. The President shall present to the Directors, at 
such quarterly meeting, a statement, certified by the 
Secretary, showing all receipts and disbursements, of 
money during the preceding three months ; the number 



Provident Savings Life Assurance Society. 377 

of policies issued, surrendered, and outstanding, with 
the amount at risk, and showing also the amount of 
assets belonging to the Corporation, properly classified. 
He shall, at the quarterly meeting of the board, in Jan- 
uary, present a similar statement, covering the transac- 
tions of the last fiscal year, and the same shall be laid 
before the Stockholders at their annual meeting. 

A committee of three members of the board shall be 
chosen by the Directors prior to the end of the fiscal 
year, to examine the assets and liabilities of the society. 

15. It shall be the duty of the law officers of the 
Corporation to give legal advice upon such questions as 
may be submitted to them by the Directors, officers, or 
committees of the Corporation ; to examine all titles to 
property referred to them ; to report thereon, and to 
furnish the necessary abstracts of title. No commis- 
sions, direct or indirect, shall be received by such law 
officers, or any of them, for procuring or facilitating 
loans from the Corporation ; and the charges made by 
them for examining titles and for other professional 
services shall not exceed the usual charges made by the 
profession to their individual clients in kindred cases. 

16. No loan or investment shall be made without 
the authority or approval of the Finance Committee. 
No loan on bond or mortgage shall be made except 
upon unincumbered real estate, nor until the title there- 
to has been examined and approved by the proper law 
officer of the Corporation ; and an abstract of the title, 
duly certified by such law officer, shall be placed on file 
with the mortgage deed. 

Satisfactory policies of insurance shall be furnished 
by the mortgagor if required. No loan on real estate 
shall be made to an incorporated company without sat- 
isfactory personal security. 

17. All investments in stocks shall be in the corpo- 
rate name of the Corporation, and no transfer of the 
same shall be made unless upon the signatures of the 
President, or Vice President in his absence, and Secretary. 

18. Certificates of capital stock shall be signed by 



378 Provident Savings Life Assurance Society. 

the President and Secretary. The stock shall be trans- 
ferable only on the books of the Corporation on surrender 
of the certificate, or on satisfactory proof of loss, accom- 
panied by a bond of indemnity. 

19. Drafts or checks for the payment of money shall 
be signed by the President, or a Vice President and 
Secretary, or an Assistant Secretary. 

20. No payment to the Corporation of the principal 
of bonds for the payment of money shall be deemed valid 
unless upon the joint receipt of the President, or the 
Vice President in his absence, and Secretary, and this 
provision shall be incorporated in all such bonds. 

21. The President and Secretary shall give bonds 
for the faithful performance of their trusts and duties, 
in such sums, and with such sureties, as shall be ap- 
proved by the Finance Committee. 

22. At some meeting of the board, prior to the an- 
nual meeting of the Corporation, the directors shall ap- 
point three inspectors of election, and may fill any 
vacancy in the number at said annual meeting. A ma- 
jority of the inspectors so appointed shall be competent 
to hold such election. 

23. Dividends on the capital stock may be made by 
the Directors, on the recommendation of the Finance 
Committee, at the stated meetings of the board in Janu- 
ary and July. 

24. At all stated meetings of the board, the following 
shall be the order of business. 

31. Reading and approving of minutes of last meeting. 

2. Reports of officers. 

3. Reports of Committees; a. Executive Committee; 
b, Finance Committee ; c, Insurance Committee ; d, 
Auditing Committee ; e, Special Committees. 

4. Other business. 

25. The by-laws may be altered at any meeting of 
the Directors, in the notice for which it shall be stated 
that an alteration of the by-laws will be proposed at 
such meeting, provided written notice of the proposed 
alteration shall have been given at a stated meeting 
held not less than ten days previous thereto. 



Prudential Insurance Company. 379 



CHARTER AND BY-LAWS OF THE PRUDEN- 
TIAL INSURANCE COMPANY OF AMERICA. 

ACT OF INCORPORATION. 

1. Be it enacted by the Senate and General Assem- 
bly of the State of New Jersey, that Allen L. Bassett, 
Wilham Whitty, John Whitehead, John Korb, Peter 
Wilhelm, Henry Sauerbier, and Jacob L. Sutphen, and 
their associates, successors and assigns, shall be and 
they are hereb)'^ created, a body politic and corporate, 
by the name of the Widows' and Orphans' Friendly 
Society, and by that name shall be known in law, have 
power to sue and be sued, defend and be defended in all 
courts of law or equity, and by that name may have, 
hold, purchase, possess and enjoy, to them and to their 
successors, estate real and personal, whatever necessary 
for the purposes of such corporation and the same to grant, 
demise, alien and dispose of at pleasure for the benefit 
of said corporation, and may also have a common seal, 
and alter or renew the same at pleasure. 

2. The objects and purposes of said corporation 
shall be to assist sick, needy, or disabled members, to 
aid in defraying the funeral expenses of deceased mem- 
bers, and to provide for the wants of the widows and 
families of members after death. 

3. The capital stock of said corporation shall be 
twenty-five thousand dollars, to be divided into shares 
of fifty dollars each, with the privilege of increasing the 
same to one hundred thousand dollars ; each of said 
shares shall be deemed to be personal property, and 
may be transferred according to the by-laws of said cor- 
poration. 

4. The several persons named in the first section of 



380 Prudential Insurance Company. 

this act be and they are hereby appointed commission- 
ers to open the books for subscription to said capital 
stock, and whenever and so soon as said twenty-five 
thousand dollars capital stock shall be subscribed, and 
five thousand dollars thereof paid in, then the said com- 
missioners shall call a meeting of the stockholders by 
advertising in some daily newspaper published at the 
city of Newark, for ten days, a notice appointing a time 
and place of meeting for the election of directors. 

5. The property and affairs of such corporation 
shall be managed by a Board of Fifteen Directors ; the 
first board shall be elected at the meeting to be called 
by the commissioners provided for in the fourth section of 
this act, and shall, immediately after their election, by 
lot divide themselves into three classes, equal in num- 
ber, the first of which shall hold office until the day fixed 
by said board for the first annual election ; the second 
shall hold office for one year from the day so fixed for 
the first annual election, and the third class for two years 
from that time; and as the terms of office of each class 
shall hereafter expire, successors shall be elected to hold 
office for the term of three years each. Said election shall 
be by ballot. Each stockholder shall be entitled to one 
vote for each share of stock by him held, and every 
member of the corporation, though not a stockholder, 
shall be entitled to one vote, and any director shall be 
eligible for reelection. Should theie be a failure in any 
of such elections, the directors already elected shall hold 
office until others are elected. Said directors shall have 
full power to make by-laws, rules and regulations not in- 
consistent with the constitution and laws of the United 
States or of the State of New Jersey. Notice of such 
election, except the first, shall be given for thirty days 
in one or more newspapers published at the city of New- 
ark, in this State. 

6. It shall and may be lawful for the said directors 
to elect at each annual meeting from their number a 
President, one or more Vice Presidents, to select and 
employ such other officers, agents and servants as may 



Prudential Insurance Company. 381 

be necessary for the proper management of the affairs of 
said corporation. 

1. It shall and may be lawful for said corporation 
to make contracts with any person or persons for any of 
the objects or purposes of the said company, and that 
such contracts may be enforced against said corpora- 
tion in any court of competent jurisdiction. 

8. It shall and may be lawful for the said corpora- 
tion to purchase and hold such real estate as may be 
necessary and convenient for the transaction of its law- 
ful business, and also to take and hold any real estate 
or securities, mortgages or pledges to said company, 
either at law or in equity, and also to purchase at sales 
made under judgments or decrees at law or in equity, or 
in any other legal proceedings or otherwise ; to take and 
receive any real or personal estate in payment or toward 
satisfaction of any debt previously contracted and due 
the said company, and to hold the same until it can be 
conveniently sold or converted into money, and for the 
purposes of investing any part of their capital stock, 
funds or money. The said company may purchase and 
hold, sell and convey any bonds or public stock issued 
or created by this State or by any of the incorporated 
cities or townships of the State or by the United States, or 
by the States of New York, Massachusetts, or Connecti- 
cut, or may invest the same in bonds secured by mort- 
gages on unincumbered real estate, within this State, 
worth double the sum invested or loaned. 

9. It shall and may be lawful for any married 
woman to make a contract or contracts with the said 
corporation for any of its objects or purposes, in her 
own name, or in the name of any other person as her 
trustee, with the assent of such person ; and all benefit 
or benefits arising from any such contract or contracts 
shall enure to such married woman, or to such person 
or persons as her trustee or trustees, as she may direct, 
free from, and not subject to the control, management, 
conveyance, transfer, assignment, deeds, or direction of 
her husband, and not liable for the payment of his 



382 Prudential Insurance Company. 

debts ; provided, however, that the amount of money 
required to be paid by married women, in accordance 
with the terms of such contract or contracts, shall not 
annually exceed the sum of dollars. 

10. All persons making contracts with said corpo- 
ration for anj' of its objects or purposes, shall become 
and be members of said corporation subject however, 
to all lawful by-laws, rules and regulations which may 
be made or prescribed by said directors. 

11. This act shall take effect immediately, and 
shall be deemed and taken to be a public act, at all 
times and in all places. 

Approved April 3, 1873. 

AMENDMENT OF 1875. 

1. Be it enacted that the corporate name of the said 
The Widows' and Orphans' Friendly Society be, and 
the same is hereby changed to The Prudential Friend- 
ly Societ}', by which latter name the said corpo- 
ration shall hereafter be known, and shall and may have, 
possess, and exercise all the powers, rights and privi- 
leges, and be subject to all the liabilities conferred and 
imposed upon the Widows' and Orphans' Friendly So- 
ciety by their act of incorporation ; provided that no 
contract made by or with the said corporation shall 
hereby in any way be impaired, but such contracts maj' 
hereafter be enforced by or against said corporation in 
the name of the Prudential Friendly Society. 

2. At the next and all subsequent annual elections 
for directors in said corporation, nine directors shall be 
elected instead of fifteen, and that after such next an- 
nual election the number of the directors of said cor- 
poration shall not be less than nine, but such members 
as the by-laws of said corporation shall name; and that 
said directors shall hold office for one year from the 
time of their election and it shall not be necessary for 
said directors to divide themselves into classes and de- 
termine by lot the length of their terms of office, as 



Prudential Insurance Company. 383 

required by the fifth section of the act to which this is 
a supplement. 

3. The amount of money referred to in the proviso 
of the ninth section of the act to which this is a supple- 
ment shall be two hundred and fifty dollars. 

4. The said corporation shall have full power to 
receive deposits of money or other valuables upon such 
terms as may be agreed upon, or to make contracts 
with its members for the purchase and erection of 
dwellings, and to provide a fund to be paid either be- 
fore or after death, for such purposes and in such 
manner as may be designated by its members. 

5. And be it enacted, that this act shall take effect 
immediately. 

Approved February 18th, 1875. 

[A general law was approved February 21st, 1877, 
authorizing corporations existing under the laws of this 
State to change their name. Under this act the Board 
of Directors of this company, by resolutions passed 
March 5, 1877, changed the name to that of The 
Prudential Insurance Company of America.] 

BY LAWS. 

1. The special business of this company shall be 
to give pecuniary assistance to its members in the 
event of sickness, personal injury, old age and death. 

The principal office shall be in the city of Newark, 
New Jersey. 

2. The Board of Directors shall consist of fourteen 
members. Seven shall constitute a quorum for the 
transaction of business. 

3. The stated officers shall be a President, a First 
and Second Vice President, a Secretary, a Treasurer, 
and such other officers as the board may determine. 
These officers shall be elected at the annual meeting of 
the board, namely, the next meeting of the board after 
each annual election of directors. 

4. The President shall preside at all meetings of 



384 Prudential Insurance Company. 

the board. He shall appoint, subject to the approval 
of the board, the standing committees, and shall be ex 
officio a member of all committees except the Auditing 
Committee ; he shall have a general supervision and 
direction of the business of the company, and under 
the direction of the Finance Committee maj' make 
and call in investments, and receipts for principal and 
interest when paid upon the same, and execute all 
deeds and other papers requiring the seal of the com- 
pany. 

5. In the absence or inability of the President the 
First Vice President shall perform his duties, and in the 
absence or inability of both the President and the First 
Vice President, the SecondVice President shall perform 
the duties of the President. The Vice Presidents shall 
also perform such other duties as may be required of 
them by the President or the Board of Directors. 

6. The Secretary shall have the charge of the corpo- 
rate seal of the company. He shall with the President also 
have charge of the bonds and mortgages, certificates of 
stock and other valuable papers of the company. He 
shall provide all necessary and proper books, and with 
the President shall have a supervision of the books and 
clerks, and see that just and true cash, check, bank 
and other proper books are kept, especially of all mon- 
eys received, deposited, drawn and disbursed, for what 
and of whom received, for what and to whom dis- 
bursed, and the registering and cancellation of con- 
tracts involving benefits granted by the compan}', and 
of all investments, securities or assets; which books 
shall be open at all times to the free examination of the 
board or any director. He shall keep full minutes of 
the proceedings of the board, enter such minutes in a 
book kept for that purpose, and furnish all committees 
with such accounts and papers as may be required. 

1. The President and First Vice President, or the 
President and Secretary shall make and execute con- 
tracts with persons applying for the benefits granted by 
the company, and pay all losses, and appoint, remove 



Prudential Insurance Company. 385 

and fix the compensation of clerks, agents, medical ex- 
aminers and all other employees not appointed by the 
board. 

8. The Treasurer shall have the custody of such por- 
tion of the funds of the company as shall be placed in 
his custody by direction of the Finance Committee, and 
shall deposit the same in such bank or banks as the 
Finance Committee may designate. His bank account 
shall be kept in the name of ttie company and the funds 
drawn out only upon the check of the company, signed 
by the President and countersigned by the Secretary 
and accompanied by a voucher stating in general terms 
the claim or object for which the check is drawn, where- 
upon in his discretion, he shall write " Approved " over 
his own name as Treasurer, upon said check and cause 
the same to be paid. He shall, when required by the 
board, give a bond with one or more sureties to be 
approved by the board for the faithful performance of his 
duties. He shall render a full and particular statement 
of his cash account at each quarterly meeting of the 
board. He shall permit any director at any reason- 
able hour to examine his books and vouchers. 

0. The standing committees shall be : 

1. A Finance Committee of four. 

2. An Executive Committee of four. 

3. A committee on losses of four. 

4. An Auditing Committee of three. 

10. The Finance Committee shall have the super- 
vision of the funds of the company, direct the mode, 
manner and time of making and calling in investments, 
examine the accounts, funds and securities as often as 
they deem necessary, or when required by the board ; 
they may in their discretion appropriate money for the 
payment of such bills as shall be approved by the Ex- 
ecutive Committee ,and they shall report at each stated 
meeting upon the condition of the funds, securities, 
assets, and investments of the company, with such 
suggestions as may in their opinion promote the inter- 
ests of the company. 



386 Prudential Insurance Company. 

11. The Executive Committee shall have a general 
supervision over all business of the company not con- 
fided to other committees, and shall report to the board 
from time to time such matters as in their judgment may 
be necessary. The Executive Committee may fill all 
vacancies in the elective offices of this company, occur- 
ring by reason of sickness, death, resignation, absence 
from the city or other inability of the regularly elected 
officers, and not otherwise provided for, except the 
Treasurer, until such time as the board may be convened 
for the purpose of a new election. 

The chairman of the Finance Committee shall be ex 
officio Treasurer whenever that office is vacant, by rea- 
son of either of the foregoing causes. The ex officio 
Treasurer shall, immediately after the vacancy is filled, 
furnish to the Treasurer a complete and detailed account 
of all receipts and disbursements approved by said ex 
officio Treasurer during his occupancy of that office. 

12. It shall be the duty of the Committee on Losses 
to examine claim papers and proofs of death filed with 
the company in such manner and at such time or times 
as may be requested by the board or by the President, 
and prescribe such rules and regulations for the pay- 
ment of claims, under the policies, as they may deem 
for the best interests of the company. 

13. The Auditing Committee shall examine the ac- 
counts, assets and securities of the company in such 
manner and at such time or times as may be requested 
by the board or by the President. 

14. The standing committees shall convene at the 
call of the President or, in his absence, of either of the 
Vice Presidents or Secretary. The minutes of the com- 
mittees shall be kept by the Secretary. 

15. All standing committees shall have power to 
make such rules and regulations concerning the conduct 
of the business entrusted to said committees as to them 
shall seem proper, provided that such rules and regula- 
tions shall not conflict with the Charter and By-laws. 

16. The annual meeting of the company for the 



Prudential Insurance Company. 387 

election of directors shall be held at the office of the 
company, in the city of Newark, on the second Monday 
in January of each year, at such hour of the day as the 
board shall direct. Every election of directors shall be 
by ballot and shall be conducted by two inspectors, pre- 
viously appointed by the board. In case the board shall 
fail to appoint inspectors, the President shall appoint 
the same and hie their appointment in writing with the 
Secretary. All persons entitled to vote for directors 
may vote either in person or by proxy. If any vacancy 
occurs in the board the directors may fill the same at 
any meeting of the board. A majority of all the votes 
cast shall be necessary for an election. 

17. Regular meetings of the board shall be held at 
the office of the company on the second Mondays of April, 
July and October. Special meetings may be called by 
the President, or in his absence by either of the Vice 
Presidents, or on the request of three directors. 

18. At the stated meetings of the board the follow- 
ing shall be the order of business : 

1. Minutes of the last meeting read, corrected and 
approved. 

2. Report of Finance Committee. 

3. Report of the Executive Committee. 

4. Report of the Committee on Losses. 

5. Report of Auditing Committee. 

6. Report of special committees. 

7. Miscellaneous business. 

19. The fiscal year of the company shall commence 
on the first day of January and end on the thirty-first 
day of December in each year. 

20. The capital stock of the company shall be trans- 
ferable only on the books of the company, on the sur- 
render of the certificates of stocks, at least thirty days 
before an election for directors. No certificate shall be 
valid without the signature of the President or either of 
the Vice Presidents and Secretary. 

21. Special meetings of stockholders may be called 
at any time by the President on the request in writing 



388 Prudential Insurance Company. 

of at least five directors. Notice of such meetings shall 
be mailed to or served on each stockholder at least one 
week prior to the time for holding such meeting, and the 
notice shall state the object of the meeting and the time 
and place where the same is to be held. 

22. Any alteration of these by-laws may be made 
by a concurrence of a majority of the whole board. 



Security Trust Company. 389 



CHARTER AND BY-LAWS OF THE SECURITY 
TRUST COMPANY. 

AN ACT to incorporate The Germantown Deposit, 

Trust and Insurance Company. 

Section 1. Be it enacted by the Senate and House 
of Representatives of the Commonwealth of Pennsyl- 
vania in General Assembly met and it is hereby enacted 
by the authority of the same, That Charles Stokes, H. 
B. Bruner, H. H. Houston, H. N. Johnson, Samuel 
Collum, and all persons who may associate with them 
hereafter, shall be and are hereby constituted a body, 
politic and corporate, by the name of The Germantown 
Deposit, Trust and Insurance Company, of German- 
town, city of Philadelphia, to be located in said city, 
which shall have perpetual succession with power and 
authority to make contracts of insurance, either for life, 
fire, marine, inland or any other insurance for goods, 
wares, merchandise or any other article or thing in- 
surable ; and also to take and execute trusts of any 
kind, receive deposits of money on interest, and do all 
and every kind of insurance, trust, et cetera, that any 
company now chartered may have the right or power to 
do with any person or persons or any body, politic or 
corporate, and to make all kinds of insurance, trust, et 
cetera, as aforesaid, for such premium and consideration, 
and under such modifications and restrictions as maybe 
agreed upon between the contracting parties. 

Sec. 2. That the capital stock of said corporation 
shall be five hundred thousand dollars, which shall be 
divided into ten thousand shares of fifty dollars each ; 
at the time of subscription at least ten dollars shall be 
paid on each and every share, and balance shall be paid 
in such manner, time and place as the directors of said 
corporation shall determine. 



390 Security Trust Company. 

Sec. 3. That said corporation, after complying with 
the provisions of the act to provide for incorporation of 
insurance companies, approved April second, one thou- 
sand eight hundred and fifty-six, shall have power to 
commence business under their paid charter whenever 
fiftj' thousand dollars of their capital is subscribed for 
and paid in. 

Sec. 4. That said corporation shall have all the 
rights, privileges and immunities, power and authority, 
that is now granted to any other insurance and trust 
company in this State, and shall be subject to all laws 
approved or now in force or hereafter passed for their 
regulation and control. 

Sec. 5. That said corporation in declaring divi- 
dends, all sums over 8 per cent, 1 per cent of said sur- 
plus shall be paid into the State Treasury for the use of 
the Commonwealth. 

James H. Webb, 
Speaker of the House of Representatives. 

William A. Wallas, 

Speaker of the Senate. 

Approved the twenty-fifth day of May Anno Domini 
one thousand eight hundred and seventy-one. 

Jno. W. Geary. 

Office or the Secretary of the Commonwealth. \ 

Harrisburg, Pa., April 29, A. D. 1873. j ^^' 

I do hereby certify, that the foregoing and annexed 
is a full, true and correct copy of the original Act of the 
General Assembly, entitled " An Act to Incorporate the 
Germantown Deposit, Trust and Insurance Company" 
as the same remains on file in this office. 

In testimony whereof, I have hereunto set my hand 
and caused the seal of the Secretary's Office to be af- 
fixed the day and year above written. 

(Signed) John B. Linn, 
Deputy Secretary of the Commonwealth. 



Security Trust Company. 391 

We, Robt. E. Pattison, President, and Clarence E. 
Cook, Secretary, do hereby certify that the within copy 
of charter of The Security Trust Company to be correct 
to the best of our knowledge and belief. 

Robt. E. Pattison, President. 
[Seal] Attest : 

Clarence E. Cook, Secretary. 

In the court of common pleas, No. 2., for the 
county of Philadelphia, in the matter of Germantown 
Deposit, Trust and Insurance Company for change of 
name to The Security Trust Company. December 
Term, 1883, No. 284. 

Be it remembered, that on the 13th day of February, 
1884, on motion of Joseph S. Goodbread, Esquire, the 
Court upon consideration of the petition and affidavits, 
due proof being thereto attached of notice of this appli- 
cation being given to the Auditor General and of publi- 
cation of the same in compliance with the acts of assem- 
bly. And it appearing to the court that the change pro- 
posed is lawful and beneficial, now, it is hereby ordered, 
adjudged and decreed that the name, st}'le and title to 
the said The Germantown Deposit, Trust and Insurance 
Company, shall be changed to The Security Trust Com- 
pany, and that upon filing with the Auditor Genera], by 
the parties in interest, of a copy of this decree and the 
recording of the said amendment, that then and from 
thenceforth said corporation shall exist and be known 
under the name, style and title of The Security Trust 
Company, to the same intent and with the same force 
and effect, rights, powers, privileges and immunities as 
if it had been so named and provided in the Act of 
Assembly originally incorporating the said corporation. 

In testimony whereof, I have hereunto set my hand 
and affixed the seal of the said court of Philadelphia, the 
9th day of November 1889. 

Chas. H. White, Proihonotary. 

We, Robt. E. Pattison, President, and Clarence E. 
Cook, Secretary, do hereby certify, that the within copy 



392 Skcurity Trust Company. 

of charter of The Securit}' Trust Company to be correct, 
to the best of our knowledge and belief. 

RoBT. E. Pattison, President. 
[Seal] Attest : 

Clarence E. Cook, Secretary. 

Commonwealth of Pennsylvania. ) 
Insurance Department. > 

Harrisburg, August 13, 1895. j 
I, James H. Lambert, insurance commissioner of the 
State of Pennsylvania, do hereby certify, that I have 
compared the annexed copy of the charter of The Se- 
curity Trust Company of Philadelphia, Pennsylvania, 
with the original on file in this office, and that the 

same is a correct transcript therefrom, and of the whole 
of said original. 

In witness whereof, I have hereunto set my hand and 
affixed my official seal, the day and year first above 
written. 

[Seal] Jas. H. Lambert, 

hisurance Comtnissioner. 

BY-LAWS. 

Article 1. 

Section 1. The annual meeting of the stockholders 
shall be held at the office of the company, on the third 
Tuesday of January, at 12 o'clock, noon. 

At all meetings (annual or special) the stockholders 
present shall constitute a quorum. 

Sec. 2. Written or printed notice of such meeting 
shall be mailed to the last recorded address of each 
stockholder, as furnished to the Secretary, at least ten 
days before each meeting. 

Sec. 3. No stockholder shall be entitled to vote, 
unless the share or shares shallhave been standing in his 
or her name on the books of the company for thirty days 
previous to said election. 



Security Trust Company. 393 

Sec 4. Stockholders may vote by proxy, if said 
proxy be executed not more than twenty (20) days 
previous to the meeting at which they are to be used. 

Sec. 5. The chairman, at the annual meeting, who 
shall be elected by the stockholders present, shall ap- 
point three of their number to conduct and regulate the 
election of fifteen directors from among the stock- 
holders of the company, to serve for one year or until 
their successors have qualified. 

Sec. 6. The polls shall be opened at 12 o'clock 
noon, and be kept open imtil 2 o'clock, P. M., of the 
same day ; at which time the same shall be closed, and 
the tellers shall report the result of the election before 
the meeting adjourns. 

Sec. v. No one shall be considered as a candidate 
for the office of director, nor shall any votes be received 
or counted for any one, unless written notice of his 
nomination or candidacy shall have been filed with the 
Secretary of the company, for the information of the 
stockholders, not less than thirty (30) days prior to the 
annual election; but members of the then existing 
board may be voted for without such notice. 

Sec. 8. At all elections for directors, the votes of 
the stockholders shall be by ballot ; each share of stock 
having one vote. 

Sec. 9. Special meetings of the stockholders may 
be called by the Board of Directors. Written or printed 
notice, stating the business to be transacted, shall be 
mailed to the last recorded address of each stockholder, 
as furnished to the Secretary, at least six days before 
each meeting. 

order of business. 

Sec. 10. The order of business at the stockholders' 
meeting, shall be as follows : 

1. Roll Call (if called for). 

2. Appointment of Tellers. 

3. Nomination of Directors. 

4. Election of Directors. 



394 Security Trust Company. 

5. Reading of Minutes. 

6. Report from Board of Directors. 

7. Deferred Business. 

8. New Business. 

9. Report of Tellers. 
10. Adjournment. 

Article II. 

Section 1. The affairs of the company shall be 
managed by fifteen directors, stockholders of the com- 
pany. 

Sec. 2. The directors shall, at the first stated 
meeting after the annual meeting of the stockholders, 
elect one of their number to be President and one 
or more of their number to be Vice President, one 
of whom shall be known as Vice President and ac- 
tuary. They shall also elect a solicitor, a Secretarj', 
a Treasurer, a medical director, and such other offi- 
cers as may be from time to time required for the 
prompt and ordinary transaction of its business. The 
duties of all officers not otherwise herein expressed, 
shall be prescribed by the board, or by the President, 
when authorized by the board ; but no officer, except 
the President, Vice Presidents or solicitor shall be a 
member of the board. 

Sec. 3. In case of a vacancy in any of the offices 
herein named, the President shall have power to fill 
such vacancy until the next meeting of the board. 

Sec. 4. In case of the death or resignation of a di- 
rector, or his ceasing to be a stockholder of the com- 
pany, the vacancy occasioned thereby shall be filled by 
the remaining directors. 

Sec. 5. The yeas and nays on any question shall be 
called and recorded at the request of any two members 
present at a meeting. 

Sec. 6. Any member of the Board of Directors, on 
motion, may be expelled for any cause adjudged suffi- 
cient, after an opportunitj' of being heard, by the affirm- 
ative vote of twelve directors ; provided however, such 



Security Trust Company. 395 

vote is not taken at the meeting at which such motion is 
made. The motion must lie over for action until the 
next stated meeting of the board, at least six days, prior 
notice of which must be sent by the Secretary, in writ- 
ing, to each director, and to the person accused, stating 
the name of person proposed to be expelled, and an- 
nouncing the fact that the hearing will take place at such 
a meeting and a vote taken thereon. 

Sec. 7. Stated meetings of the board shall be held 
on second Monday of each month at 12 o'clock noon. 

Sec. 8. Special meetings of the board may be called 
at any time by the President, and shall be called by the 
President on the written request of at least five direct- 
ors. The notices for such special meeting shall state 
the business to be acted upon. 

Sec. 9. All meetings of the board shall be held at 
the office of the company, unless otherwise ordered by 
the board, and five members shall constitute a quorum. 

ORDER OF BUSINESS FOR STATED MEETINGS. 

1. Roll call. 

2. Reading of minutes. 

3. Reports of officers and action thereon. 

4. Reports of standing committees and action 
thereon. 

5. Reports of special committes and action thereon. 

6. Deferred and unfinished business. 

7. New business. 

8. Adjournment. 

Article III. 

COMMITTEES. 

Section 1. The President, with the approval of the 
Board of Directors, shall, at the first stated meeting 
after the annual election, appoint standing committees 
of four members each as follows : 

Sec. 2. A committee on finance, to have the control, 
direction and investment of the funds of the company, 



396 Security Trust Company. 

regulate the investments, examine all accounts of the 
company, and report monthly to the board. The com- 
mittee shall deposit the funds of the company in the 
bank or banks designated by the directors, and in such 
manner as they may direct. 

Sec. 3. A committee on trusts and audits, to have 
control and regulation of the general business of the 
compan}/, not under the control of the committees on in- 
surance and finance. They shall examine the assets of 
the company, and count the cash at least once a month, 
and advise in all matters relating to trusts, which may 
be confided to the care of the company. They shall 
make regular monthly reports. 

Sec. 4. A committee on insurance, of which the 
Vice President and actuary shall be ex officio a mem- 
ber, to decide upon the rates of premiums and sums to 
be insured, the forms of all policy contracts, applica- 
tions, examinations and other forms pertaining hereto, 
subject to the approval of the board. They shall have 
charge of all insurances to be made by the company, 
and in all cases of doubt, expediency or emergency 
relative thereto, where objection has been raised, this 
committee shall be consulted, and they shall decide 
the course of action to be pursued. They shall also de- 
cide upon the appointment of agents for the company, 
prescribing the localities in which business may be trans- 
acted. They shall have power to visit and inspect, 
from time to time, the established agencies of the com- 
pany, report as to the condition thereof, and determine 
the advisability of extending the company's insurance 
business ; all contracts with general or special agents or 
solicitors, and any extra or other allowances relating 
thereto, as well as all bills for traveling and other ex- 
penses, incident to the agency business of the company, 
shall be subject to the approval of this committee. This 
committee shall examine and decide upon all claims 
against the company in the insurance department, and 
determine upon the payment or compromise thereof, 
and have authority to employ counsel. 



Security Trust Company. 397 

They shall also have in charge all matters pertaining 
to the medical business of the company. 

Article IV.' 

OFFICERS. THE PRESIDENT. 

Section 1. The President shall preside at the meet- 
ings of the Board of Directors. He shall have the gen- 
eral care and supervision of all the affairs and business 
of the company; shall see to the proper performance of 
their duties by the other officers and employees ; and, 
in general shall p'erform all the acts and duties incident 
to his office, or which may be prescribed by the by-laws, 
or by the Board of Directors. 

He shall be ex officio a member of all standing com- 
mittees. 

He shall have charge of the seal of the company. 
He shall (without further or special authority or direc- 
tion) sign all cheques, execute and deliver, upon behalf 
of the company, all such deeds, policies of insurance, cer- 
tificates of stock, and other instruments of writing, as 
may be duly ordered, or be requisite in carrying on the 
business of the company in any of its departments, or in 
any capacity. He may, where necessary or proper, re- 
quire the Secretary to attest the same ; and either the 
President or the Secretary, under the President's direc- 
tion, or both, when necessary, shall acknowledge or make 
affidavit to such deeds and other instruments. 

He shall have power to appoint and remove all per- 
sons in the service of the company, except those elected 
by the Board of Directors; and he may suspend any of 
those so elected, excepting the Vice Presidents, until the 
next stated meeting, or until any intervening special 
meeting of the Board of Directors, which he ma}' deem 
proper to convene for that purpose, at which stated or 
special meeting he shall report his action. 

During the absence or sickness of any officer or em- 
ployee, he shall have authority to appoint a substitute 
to fill the vacancy pro tempore, with such powers as at- 
tach to the position so filled. 



398 Security Trust Company. 

VICE PRESIDENT. 

Sec. 2. The Vice President, or Vice President and 
actuary shall during the absence or inability of the Pres- 
ident, have his powers and perform his duties. The 
Vice President and actuary shall, subject to the approval 
of the committee on insurance, have full charge and 
general supervision of the insurance business of the 
company. 

Sec. 3. The Vice President and actuary shall, under 
the supervision of the President, have in his special 
charge all matters of calculation, and determine the 
value of all policies and life interests, the contribution 
to surplus from each policy, and any other value de- 
pending upon life or other contingency. 

He shall furnish all tables and rates requisite for the 
insurance business of the company, including all the 
necessary valuations. He shall make reports monthly, 
or oftener if required, to the board, sign all policies and 
other papers issued by the company requiring his signa- 
ture, and perform such other duties as may be required 
of him by the board. 

SECRETARY. 

Sec. 4. The Secretary, under the supervision of the 
President, shall keep the minutes of the Board of Direct- 
ors and committees, shall give proper notice of all 
meetings of the stockholders, of the Board of Directors, 
and of all committees. He shall superintend the keep- 
ing and have charge of the books, papers and records 
pertaining to his office, sign certificates of stock and such 
other documents as shall require his signature ; make or 
superintend the making of monthly and annual state- 
ments (except those pertaining to the insurance busi- 
ness) to the board, which shall fully show the current 
business and condition of the company, and perform 
generally all the duties incident to the office of Secretary. 
The address of each stockholder shall be kept by the 
Secretary, which address shall be furnished by the stock- 
holder. 



Security Trust Company. 399 

TREASURER. 

Sec. 5. The Treasurer shall, under the supervision 
of the President, receive and take care of all moneys, se- 
curities and evidences of indebtedness belonging to the 
corporation, enter his receipts and payments in books to 
be kept for that purpose, and deposit the funds of the 
company at the close of each day in such bank or banks, 
or such depositories as the board may direct. Such 
moneys to be deposited agreeably to Art. 3, Section 2, 
hereof, in the name of the Treasurer of the corporation, 
as Treasurer thereof. 

He shall pay all bills, but such payments must be 
subject to the approval of the department for which they 
are made. 

He shall sign all cheques, which must be counter- 
signed by the President, or, in his absence, by the Vice 
President. 

He shall, upon demand, produce to the board at every 
meeting, his cheque book and bank book, and at least 
monthly shall have the latter duly settled. 

He shall report all loans, together with the names of 
borrowers, terms of loans, rates of interest, and descrip- 
tion of collateral, promptly to the Board of Directors at 
each stated meeting. 

He shall give bond for the faithful discharge of his 
duties in such sums and with such surety as the Board 
of Directors from time to time may require. 

The expense of obtaining the surety shall be defrayed 
by the company. 

MEDICAL DIRECTOR. 

Sec. 6. The Board of Directors shall annually elect 
a Medical Director, who shall hold office at the pleasure 
of the board, and shall be the official medical advisor of 
the company, acting in the discharge of his duties under 
the supervision of the Vice President and actuary, sub- 
ject to the approval of the committee on insurance. 

The Medical Director shall have charge of all matters 
of medical interest relating to the life insurance business 



400 Security Trust Company. 

of the company; including all the medical details of the 
applications, certificates of examination and proofs of 
loss. 

He shall examine and pass upon all applications for 
insurance, his favorable certificate or endorsement, from 
a medical standpoint, being required for the acceptance 
of each and every risk, unless this requirement is waived 
by the committee on insurance. 

He shall decide upon the approval, disapproval or 
continuance of all medical examiners; his approval being 
required in every instance before certificates of examina- 
tion may be passed. 

He may appoint an assistant, who shall perform such 
duties in connection with the medical department as may 
be assigned him by the medical director. 

TRUST OFFICER. 

Sec. 7. The trust officer shall, under the supervision 
of the President, have special charge of the business of 
the company, arising out of trusts in any form, and sure- 
tyships, excluding life insurance contracts. He 
shall keep all books of accounts, and papers relating 
to the trust business of the company; and in all cases 
in which the company has become surety, he shall see 
that the accounts are properly made out. 

He shall report, at each stated meeting, in writing, to 
the Board of Directors, all business transacted by him 
since the preceding meeting, and submit, annually to the 
President and Board of Directors, a statement showing 
the condition of his departments. 

The moneys of the trust department shall be kept 
apart from the other moneys of the company, and be 
separately deposited in bank. 

The trust officer shall give bond for the faithful per- 
formance of his duties, in like manner as prescribed for 
the Treasurer. (See Sec. 5). 



Security Trust Company. 401 

Article V. 

ACKNOWLEDGMENTS. 

Section 1. The President, the Vice President and 
Secretary, or any two of them, of The Security Trust 
Company, are hereby authorized to execute under the 
corporate seal of the company, and to acknowledge as 
its act and deed, good and sufficient releases or cov- 
enants of exoneration of any property covered by mort- 
gages or liens owned by this company, the release of 
which has been or may be authorized by the Board of 
Directors or committee on finance; and also to appear 
in the office of the Recorder of Deeds, or other office or 
court of record, of the city of Philadelphia, or of any of 
the counties of the State of Pennsylvania, or elsewhere, 
and acknowledge and enter satisfaction on the margin 
of the record of any mortgage, judgment, or other lien 
made, or assigned to, and held by the said company, 
either in its own right, or as trustee, or in any other ca- 
pacity, in full discharge of the debt and interest repre- 
sented by said mortgage, judgment or lien, upon pay- 
ment of the same; and also to appoint, as may be 
necessary and convenient, a substitute deputy or attor- 
ney for these purposes, in special cases, and to use the 
corporate seal of the said company, duly attested, as ev- 
idence of such appointment; and the President, or the 
Vice President, and the Secretary of the company, are 
hereby empowered to execute under the corporate seal 
of the company, and to acknowledge as its act and deed 
good and sufficient conveyance to the purchaser of any 
of the company's real estate (except that held for its 
own office purposes) sale of which has been, or may be 
authorized by the aforesaid board or committee. 

Article VI. 

certificates of stock. 

Section 1. All certificates of stock shall be signed 

by the President, countersigned by the Secretary, and 

authenticated by the seal of the company, and shall be 

registered as directed by the Board of Directors. 



403 Security Trust Company. 

Sec. 2. Transfers of stock shall be made only on 
the books of the company, either by the holder in person 
or by his duly authorized attorney. Satisfactory evi- 
dence of such authority shall be produced to the com- 
pany and left with it, if required. The transfer books 
shall be closed thirty days before the annual meeting. 

Sec. 3. In case of transfers by executors, adminis- 
trators, guardians, or other legal representatives, duly 
authenticated evidence of their authority shall be pro- 
duced to the compan}^ The company may require 
them to be deposited to remain with it during its pleas- 
ure. 

Sec. 4. Upon the transfer and surrender of any cer- 
tificate of stock it shall be immediately canceled and 
pasted on the margin of the certificate book from which 
it was originally taken. 

Sec. 5. Any person or corporation claiming a cer- 
tificate of stock of this company to be issued in lieu of 
one lost or destroyed, shall make an affidavit or affir- 
mation of the fact, and therein state the circumstances 
of the loss or destruction, and advertise the same in two 
daily newspapers in Philadelphia, twice a week for two 
weeks, describing the certificate, and shall transmit to 
the office of the company the affidavit or affirmation with 
advertisement, and give to the company a satisfactory 
bond of indemnity, with one or more sureties in a sum to 
be fixed by the Board of Directors to secure the com- 
pany against any damage or loss that may arise from is- 
suing the new certificate ; also a similar affidavit or 
aflSrmation with advertisement and bond to file with 
registrar of stock ; whereupon two months after the 
last advertisement as aforesaid, a new certificate maj^ be 
issued, and said new certificate shall bear upon its face 
that it is issued in lieu of the certificate lost or mislaid. 

Article VII. 
amendments. 
Section 1. No alteration or amendment shall be 
made in these by-laws, unless presented in writing at a 



Security Trust Company. 403 

stated meeting of the board, and considered and finally 
adopted at a subsequent stated meeting by the affirma- 
tive vote of nine directors. 

Any by-law may be suspended by the affirmative 
vote of nine directors. 



RULES AND REGULATIONS RESPECTING DE- 
POSITS AND PAYMENTS IN SAVINGS 
DEPARTMENT. 

1. OF DEPOSITS. 

1. Every person desirous of becoming a depositor 
with this company shall, at the time of making the first 
deposit, sign his or her name in a book provided for the 
purpose, and shall state his or her business, occupation 
or calling and place of residence, which shall be record- 
ed in the same book. 

2. No money will be received from any depositor 
unless his or her book be brought at the time ; and the 
company will not hold itself accountable for any money 
brought to its office to be deposited, imless an entry 
thereof be made in the book of the depositor by the proper 
officer of the company, at the time of making the deposit. 

3. No sum less than one dollar can be received as a 
deposit, and no person can deposit to a greater amount 
than ^1,000 in any one year. 

4. Every deposit made by one person for the benefit 
of another person, shall be expressed to be "in trust ; " 
and no deposit shall be received, or be expressed to be 
received, from one person"by" another person, or byone 
person "for" another person. 

5. No deposit will be received in the name of any 
unincorporated society or association of persons. In 
cases in which any such society or association shall be 
desirious of making a deposit, the same may be ad- 
mitted at the discretion of the President and Treasurer ; 
but such deposit can be made only in the name of some 
person in trust for such society or association ; and in 



404 Security Trust Company. 

every such case the trustee alone will be entitled to re- 
ceive payments ; and his receipts, with the production 
of the book, will be considered by the company, and is 
agreed by the depositor, to be a sufficient discharge. 
In case of the death of such trustee, or in case the society 
or association in trust for whom the deposit was made 
shall be desirous of appointing another in his place, the 
vacancy must be filled, or the substitution made accord- 
ing to law. 

2. OF THE INTEREST UPON DEPOSITS. 

1. Interest is allowed on deposits at rates fixed an- 
nually by the Board of Directors. 

2. Interest is estimated by calendar months, and 
no interest is allowed for the fractional parts of a month, 
nor upon any fractional part of five dollars ; and inter- 
est will cease when notice is given to withdraw. 

3. At the conclusion of every year, the interest pay- 
able on deposits will be added to the principal, and bear 
the same interest. 

3. OF PAYMENTS TO DEPOSITORS. 

1. No depositor in the savings department will be 
entitled to any payment without having given two weeks' 
notice. 

2. When notice is given, the book must be sent to 
the office, and notice must be given at the time how 
much is wanted ; and if the whole amount is wanted, 
the book must be left at the office for settlement. 

3. In all cases in which the whole amount is with- 
drawn, the book must be given up to the company. 

4. No sum less than five dollars can be withdrawn, 
unless to close an account. 

5. No payment can in any case be made unless the 
book is produced at the time of giving notice, and at the 
expiration of the two weeks. 

6. No check or order for the payment of money will 
be accepted, and no transfer or assignment of the book. 



Security Trust Company. 405 

or of the money belonging to a depositor, can be ac- 
knowledged. 

7. In case any depositor shall be unable, by reason 
of sickness or other infirmity, or of absence from the 
city, to attend in person to receive any payment, he or 
she may receive the same by means of a power of at- 
torney, duly executed and proven or acknowledged. 
Blank powers of attorney for this purpose will be fur- 
nished gratis, at the office of the company. 

8. In case of the death of a depositor, payment can 
be made only to his or her executors or administrators 
producing the book. 

9. In all cases in which deposits are made in the 
names of two or more persons, either in their own right 
or in trust for others, they must all appear at the office 
at the time payment is desired, and sign a joint receipt, 
except in a case of death or inability as aforesaid, unless 
at the time of making the deposit it is expressed on the 
book of the company, and signed by such persons, that 
the deposit may be withdrawn by either of them, or, any 
two of them, or otherwise, as the case may be. 

4. OF BOOKS LOST, DESTROYED, ETC. 

1. In case any depositor shall lose his or her book, 
or the same shall be destroyed or fraudulently obtained 
from such depositor, immediate notice thereof must be 
given at the office of the company. 

2. After the expiration of the two weeks from the 
time of notice given that any book has been lost or 
destroyed, if a satisfactory explanation be given and a" 
bond of indemnity, with a sufficient surety be given to 
the company, the amount to the credit of the depositor 
in the books of the company will be paid to him or her. 

3. If it shall appear that the book has been fraudu- 
lently obtained from the depositor as aforesaid, the com- 
pany shall not be liable to pay the amount deposited, or 
any part thereof, and will not furnish another book to 
the depositor, unless satisfactory evidence be produced 
that notice of the application to the company for such 



406 Security Trust Company. 

purpose was given at least thirty days previously to the 
person in whose hands the book was supposed to be; or, 
if the person be not known, that notice of such applica- 
tion was given for the same space of time in at least two 
daily newspapers published in this city; and a bond of 
indemnity shall also be given as aforesaid. In the 
event of the death of either party, the money on deposit 
can only be withdrawn upon the joint signatures of the 
survivor and the personal representative of the decedent. 
4. If any person shall present a deposit book at the 
office of this company, and allege himself or herself un- 
truly to the depositor named therein, and shall thereby 
obtain from the officers of this company the amount de- 
posited, or any part thereof, and the actual depositor 
shall not have given previous notice at the office of his 
or her book having been lost or taken from him or her, 
this company will not be responsible for the loss so sus- 
tained by any depositor, neither will this institution be 
liable to make good the same; provided, that such pay- 
ment has been entered in the book of the depositor at 
the time when made. 

5. DEPOSITORS TO SIGN THESE RULES, ETC. 

Every person making a deposit for the first time is to 
sign a book containing these rules and regulations, 
which he thereby signifies his assent to and his willing- 
ness to be bound by; and by receiving the book with 
these rules and regulations printed therein, he is in- 
formed of the same ; and any alteration made in these 
regulations, and any new regulations made by the direct- 
ors, shall be equally binding on all depositors as those 
by them subscribed, after the same shall have been 
made known. 



Travelers Insurance Company. 407 



CHARTER AND BY-I.AWS OF THE TRAVELERS 

INSURANCE COMPANY, OF HARTFORD, 

CONNECTICUT. 

At a General Assembly of the State of Connecticut, 
holden at Hartford, in said State, on the first Wednes- 
day of May, in the year of our Lord one thousand 
eight hundred and sixty-three, upon the petition of 
James G. Batterson and other citizens of Hartford, 
praying for a charter of a passenger insurance company. 
Resolved by this Assembly: Skction i. That the 
petitioners — to-wit, James G. Batterson, John L- Bunce, 
Gustavus F. Davis, George Sexton, William L. Collins, 
Elijah H. Owen, James E. Howard, Charles F. Howard, 
Alfred E. Burr, Henry Keney, William H. D. Callender, 
George S. Oilman — and all others who may become asso- 
ciated with themi as stockholders, as is hereinafter pro- 
vided, their successors and assigns forever, be and they 
hereby are created and made a body corporate and pol- 
itic, for the purpose of insuring persons against the acci- 
dental loss of life, or personal injury, sustained while 
traveling by railway, steamboat, or other mode of con- 
veyance, by the name of The Travelers Insurance Com- 
pany; and by that name shall be and hereby are empow- 
ered to purchase, have, hold, possess and enjoy, to them- 
selves and their successors, lands, tenements, heredita- 
ments, goods, chattels, and effects of every kind; and the 
same to grant, alien, sell, invest, and dispose of; to sue 
and be sued, plead and be impleaded in all courts of jus- 
tice; to have and use a common seal, and the same to 
change, alter, and renew at pleasure, and to ordain and 
put into execution such by-laws and regulations as they 
may deem proper for the well ordering and government 



408 Travelers Insurance Company. 

of said corporation and the transaction of its business; 
provided they be not repugnant to the laws of the United 
States or of this State, or to the provisions of this act of 
incorporation. 

Sec. 2. The capital stock of said corporation shall not 
be less than one hundred thousand dollars, and may be 
at any time hereafter increased by said company to any 
sum not exceeding two hundred and fifty thousand dol- 
lars, and shall be divided into shares of one hundred 
dollars each; and there shall be paid into the treasury of 
said corporation, by each subscriber to said capital stock, 
at the time of subscribing for the same, an installment of 
ten dollars on each share of stock by him subscribed for; 
and a further installment of ten dollars on each share 
shall be paid within sixty days after the organization of 
said company; and the remainder of said shares, so sub- 
scribed for, shall, within sixty days after the organiza- 
tion of said company, be secured to be paid, either by 
bonds and mortgage on real estate, or by such indorsed 
promissory notes as shall be approved of by the directors 
of said corporation and two-thirds of the corporators 
herein named; and shall be payable in such installments 
and at such times as the directors maj' determine; and 
such indorsers shall have a lien on the stock for which 
such note or notes are given. 

Sec. 3. The capital stock of said corporation shall be 
transferable according to the rules and regulations of the 
company; and if any subscriber of any share or shares of 
stock shall neglect or refuse to pay the installments as 
aforesaid, or to secure the payment of the residue of the 
stock by him subscribed, as aforesaid, for the space of 
sixty days after the same shall become due or required, 
and after he or they shall have been notified thereof, the 
stock of such negligent stockholder shall be sold by the 
directors at public auction, giving at least twenty days' 
notice thereof in some newspaper published in Hartford; 
and the proceeds of said sale shall be first applied in pay- 
ment of the installments called for and the expenses 
attending the sale, and the balance, if any, shall be 



Travelers Insurance Company. 409 

refunded to the owner of said Stock; and such sale shall 
in all respects entitle the purchaser to all the rights of a 
stockholder to the extent of the shares so bought. 

Skc. 4. The business of said corporation shall be the 
insuring of persons against the accidental loss of life or 
personal injury sustained while traveling by railway, 
steamer or other modes of conveyance in the United States 
and other countries; and contracts of insurance may be 
made on such terms.,and conditions, and for such periods 
of time, and confined to such persons as shall be, from 
time to time, ordered and provided for by the by-laws of 
said corporation. 

Sec. 5. The office of said company shall be located in 
Hartford, and the stock, property and affairs of said cor- 
poration shall be managed and conducted by not less than 
seven nor more than seventeen directors (the number of 
said directors to be determined by the by-laws of said 
company), to be chosen by ballot from among and by the 
stockholders; which directors first chosen shall hold their 
offices until the first Tuesday of May next ensuing their 
election, and until others are chosen to supply their places; 
and the annual meeting for the choice of directors shall 
(after the first election) be holden at the city of Hartford 
on the first Tuesday in May, or such other day in the 
month of May as shall be determined by the by-laws of 
said corporation. In the choice of directors as aforesaid, 
each stockholder, present or represented by his attorney, 
shall be allowed one vote for each and every share of 
stock by him then held, and none but stockholders shall 
be eligible to the office of director. And the stockholders 
may determine what number of directors may constitute a 
quorum for business. 

Sec. 6. If it shall so happen that an election of 
directors of said corporation shall not take place at the 
time of the annual meeting thereof in any year, said 
corporation shall not be dissolved thereby, but an 
election may be had at any time within one year there- 
after; the time to be fixed upon, and notice thereof 
given, by the directors last chosen. And public notice, 



410 Travelers Insurance Company, 

by order of the directors, shall always be given at least 
ten days previous to any meeting of the stockholders, in 
a newspaper printed in Hartford, and in such other way 
as may be deemed expedient. And the president 
shall have power to call special meetings of the stock- 
holders, whenever thereto requested by a majority of the 
directors. 

Sec. 7. To carry out the provisions of this act, and to 
organize the said corporation, James G. Batterson, 
George M. Bartholomew, Gustavus F. Davis and Will- 
iam I,. Collins are authorized and appointed to receive 
subscriptions to the capital stock thereof and the first 
installment thereon; and as such are hereby authorized to 
close the subscription books of said company when the 
said capital stock shall be fully subscribed, or, in case 
that said capital stock shall be over-subscribed, to dis- 
tribute and apportion the same among the subscribers as 
the said persons so appointed as aforesaid to distribute 
may deem proper. And when the capital stock shall 
have been subscribed for, and the first installment has 
been paid thereon, by a notice published in some news- 
paper printed in Hartford, three weeks before the time of 
meeting, the said subscribers may meet together at the 
time and place named in said call, and adopt such by- 
laws, rules and regulations as may be necessary and con- 
venient for commencing and carrjang on business under 
this act. They may also, at the same or some subsequent 
time, choose a board of directors in the manner hereinbefore 
provided, who shall hold their oflSces, with all the powers 
given to directors by this act, until others are chosen to 
supply their places. And when the by-laws have been 
adopted, and the directors have been chosen as aforesaid, 
and when the board of directors shall have been organ- 
ized by the choice of a president and secretary, the said 
corporation may exercise all the powers and privileges 
conferred by this act. 

Sec. 8, The directors may choose a president, vice- 
president and secretary of their corporation, and appoint 
such other oflScers, clerks, and agents, and establish such 



Travelers Insurance Company. 411 

agencies in this State and elsewhere, as shall be by them 
deemed advisable for conducting the business of the com- 
pany; fix their compensation, and take bonds for any and 
all of them for the faithful performance of their duties; and 
make such covenants and agreements as may be deemed 
necessary. The president and vice-president shall be 
chosen from among the directors, and may hold their 
appointments for one year and until others are chosen; 
but the other officers and servants of said company may 
be displaced, and new ones appointed, at the pleasure of 
the directors. In the absence or disability of the presi- 
dent, the vice-president shall preside; and if both are 
absent or disabled, the directors may choose a president 
pro tempore. And in case any vacancy shall occur in 
the board of directors, the remaining directors may 
choose a director or directors from among the stock- 
holders to fill such vacancy; who shall hold the appoint- 
ment until others are chosen in their places. 

Sec. 9, All policies of insurance, or other contracts 
authorized by this act, may be made with or without the 
seal of said corporation, and shall be binding and obliga- 
tory upon said corporation according to the true intent 
and meaning of such policies and contracts. 

Sec. 10. The capital stock, moneys, and personal 
estate of said corporation may be invested, at the discre- 
tion of the directors, either in loans upon bonds and 
mortgages upon real estate, or in United States stocks, 
bank stocks, or stocks or bonds created by any State; or 
of corporations created by this State; and the same may 
be called in and reinvested at pleasure, under the provis- 
ions of this act; and it shall be the duty of said corpora- 
tion to make annually a report to the General Assembly, 
containing a full and accurate statement of its condition 
and affairs. 

Sec. II. Suits at law may be maintained by any 
stockholder, or person insured by said company, against 
said corporation, for losses or injuries insured against by 
said company, if payment shall be withheld more than 
thirty days after the same shall be due and payable by 



412 Travelers Insurance Company. 

the terms of the policy of insurance or other contract, 
and after the said corporation shall have been duly noti- 
fied of such loss or injury. 

Sec. 12. This act may be altered, amended or repealed 
at the pleasure of the general assembly, and nothing con- 
tained therein shall be so construed as to authorize said 
company to engage in the business of banking. 

Approved June 17 1863. ^ 



AMENDMENTS. 

Upon the petition of The Travelers Insurance Company 
of Hartford: 

Resolved by this Assembly: Section i. That The Trav- 
elers Insurance Company be and the same are hereby 
authorized and empowered to insure persons against and 
to make all and every insurance connected with acci- 
dental loss of life or personal injury sustained by acci- 
dent of every description, on such terms and conditions, 
and for such periods of time, and confined to such coun- 
tries and to such persons, as shall be, from time to time, 
ordered and provided for by the by-laws of said corpora- 
tion. 

Sec. 2. That the capital stock of said corporation may 
be increased to an amount not exceeding one million 
dollars in the whole, including the stock already author- 
ized and issued; and that said company be, and they 
hereby are, authorized, by their directors or stockholders, 
to cause said increase of their capital stock to be issued 
at such time or times, and in such manner, as they may 
deem expedient. 

Sec. 3. That the stockholders of said company, at any 
annual meeting, may determine the number of directors 
which shall be elected for the succeeding year, and the 
number so determined said company is authorized to 
elect; provided, that in no case shall less than seven 
directors be chosen. 

Sec. 4. This resolution shall go into effect when the 
same shall be approved at a meeting of the stockholders 
of said company, called for that purpose. 



Travelers Insurance Company. 413 

Sec. 5. All portions of tlie original act incorporating 
said company inconsistent with this act are hereby- 
repealed. 

Approved June 16, 1864. 



Upon the petition of The Travelers Insurance Com- 
pany of Hartford: 

Resolved by this Assembly: Section i. That The 
Travelers Insurance Company be, and the same are 
hereby, authorized and empowered to insure persons against 
loss of life or personal injury resulting from any cause. 

Sec. 2. All portions of the original act incorporating 
said company, inconsistent with this act, are hereby 
repealed. 

Approved May 31, 1865. 



Upon the petition of The Travelers Insurance Com- 
pany of Hartford: 

Resolved by this Assembly: Section i. That the 
annual meeting for the choice of directors of said com- 
pany shall, after the year 1866, be holden at the city of 
Hartford on the first Tuesday of July in each year, or 
such other day in the month of July as may be deter- 
mined by the by-laws of said corporation. 

Sec. 2. That The Travelers Insurance Company be, 
and the same is hereby, empowered to confer endow- 
ments, grant and purchase annuities, upon such condi- 
tions, and for such periods of time, as may be determined 
by said corporation. The policies of said company may 
be issued for the benefit of and payable to married 
women; and all contracts of insurance, thus beneficial to 
married women, whether made with said married women 
or other persons in their behalf, shall be, if so expressed 
in the policy, the sole and separate estate of said married 
women, and may be made payable, at the maturity of 
said policies in the case of previous death of said married 
women, to their children; and the discharge of such 
policies by said married women, or their assigns and their 
children (or their guardians, if minors), in case of the 



414 Travelers Insurance Company. 

death of said married women, shall be a valid discharge 
of said contracts. 

Sec. 3. Said company may issue policies, stipulated to 
be with or without participation in profits; and all 
dividends alloted to such participating policies, which 
shall not be claimed and called for within two years 
after the same shall have been declared, shall be forfeited 
to said company. 

Sec. 4. It shall be competent for said company to 
re-insure any and all risks taken under its charter, and 
upon such conditions as may be prescribed by the 
directors. 

Sec. 5. Said company may, from time to time, invest, 
collect and re-invest the whole or any portion of its 
capital and surplus funds in any bonds or stocks of the 
United States or of any of the States of the Union, or of 
any incorporations which are or may be created under 
authority of the United States or of any of said States. 

Approved June 6, 1866. 

Resolved by this Assembly: Section i . That the annual 
meeting of The Travelers Insurance Company shall, 
after the year 1883, be holden in the city of Hartford on 
the second Wednesday of January in each year, or such 
other day in the month of January as the by-laws of said 
company may determine. 

Sec. 2. So much of the charter of said company or 
any amendments thereto as requires the annual meeting 
to be held ' 'on the first Tuesday of July, or such other 
day in said month of JulJ^" is hereby repealed. 

Approved April 24, 1883. 

Whereas, It is the duty of The Travelers Insurance 
Company of Hartford, Conn., in obedience to the laws 
of this State, to reserve a fund for the payment of its obli- 
gations, assuming its rate of mortality shown by the actu- 
aries' table and four per cent compound interest upon 
investments, and as by its charter and the general laws 
of the State it is authorized to make certain investments 
of its funds and assets; now, therefore. 



Travelers Insurance Company. 415 

Resolved by this Assembly. That it is the business of 
said company to invest said funds as allowed by law and 
to hold all real estate wherever situate which shall have 
been or shall hereafter be obtained in compliance with 
the provisions of the charter; and all such investments 
in and acquisitions of real estate are declared to be neces- 
sary, suitable, and proper for carrying forward the char- 
tered purpose of said corporation. Said company shall 
have power to invest, in addition to the powers of invest- 
ment in real estate granted in its charter and amendments, 
a sum not exceeding five per centum of its assets in pro- 
ductive real estate outside of this State. 

Approved April 13, 1887. 

Resolved by this Asseinbly. That The Travelers Insur- 
ance Company may insure persons and corporations 
against loss on account of liability to others for personal 
injuries, fatal or otherwise, or injury to property con- 
nected with personal injuries, resulting from accidental 
causes. 

Approved April 22, 1893. 

BY-IvAWS. 

ARTICLE I. 

The annual meeting of the stockholders of The Trav- 
elers Insurance Company shall be held in the city of 
Hartford on the second Wednesday in January in each 
year, at such hour and place as the directors may appoint, 
but the directors may, for sufl&cient cause to them appear- 
ing, advise any annual meeting to be adjourned and held 
upon some other day within two mouths thereafter. 

The president may call special meetings of the stock- 
holders whenever in his judgment it may be deemed nec- 
essary, and shall call such special meeting whenever 
thereto requested by a majority of the directors. 

Public notice of every meeting of the stockholders shall 
be given by publication of the time and place thereof by 
one of the executive oflScers of the company in at least 
two daily newspapers published in Hartford, at least ten 
days before the time appointed for such meeting. 



416 Travelers Insurance Company. 

ARTICLK II. 
Stockholders may be present at such meetings in per- 
son, or may be represented by proxy or attorney duly 
authorized, and not less than ten stockholders so present, 
and representing at least five hundred shares of the 
capital stock, shall constitute a quorum for the transac- 
tion of business. 

ARTICLE III. 

Everjr annual meeting shall be organized by the elec- 
tion viva voce of a chairman and a clerk. The chairman 
shall appoint two tellers to receive, count and report the 
ballots cast for directors, and he may also at any stock- 
holders' meeting appoint a committee on qualifications 
and proxies to inquire what stockholders are present, 
duly qualified, or properly represented, and make a report 
thereof to the meeting. If the right of any person to 
vote be doubted, the chairman of the meeting shall, 
upon receiving the report of the committee upon qualifi- 
cations and proxies, determine as to his said right, sub- 
ject to an appeal to the meeting from such decision. 

The stockholders may also at their annual meeting 
appoint by ballot, or otherwise, two auditors to examine 
and audit the company's accounts, and certify their con- 
dition to the stockholders or to the directors. Any 
vacancy in the oflBce of auditor may be filled for the 
unexpired term by the directors. 

ARTICLE IV. 

At every annual meeting a board of directors shall be 
chosen by ballot from among the stockholders, who shall 
hold ofiice until the next annual meeting, and until their 
successors shall be chosen and qualified. Should any 
vacancy occur in the board it may be filled by appoint- 
ment by the remaining directors for the unexpired term. 

The notice of every annual meeting shall designate at 
what hour the polls will be opened for receiving ballots 
for directors, and the polls shall be closed at such hour as 
the meeting may direct. 

The qualified persons receiving the ballots of the larg- 
est number of shares shall be elected and so declared by 



Travelers Insurance Company. 417 

the chairman ol the meeting, each share of stock being 
entitled to one vote for as many directors, not less than 
seven, as the meeting may determine to elect. 

ARTICLE V. 

The directors shall have the general control and man- 
agement of the business and affairs of the company, and 
it shall be their duty to require the officers to submit to 
every annual meeting a report showing the condition of 
the company at the close of the next preceding fiscal year. 

ARTICLE VI. 

The directors may meet at the company's office in 
Hartford without notice, forthwith after the adjournment 
of every annual meeting, and thereafter regular stated 
meetings of the directors shall be held at the company's 
office in Hartford, on the first Monday of every month, 
at seven and one-half o'clock p. m. 

Special meetings of the directors may be called by the 
president at any time, or in his absence by the vice- 
president, or by any three directors; and it shall be the 
duty of the secretary to give notice by mail of such 
special meetings to all directors at least four days before 
the time appointed therefor. 

Not less than three directors shall constitute a quorum 
for the transaction of business at any meeting of 
the board, and at every meeting the presiding officer for 
the time being shall have the right to vote; but at any 
special meeting called by three directors, no less than 
seven directors shall constitute a quorum. 

ARTICLE VII. 

The directors shall annually, at their first meeting 
after their election, or at some adjourned meeting thereof, 
choose by ballot from their own number, by majority 
vote of the directors present, a president and a vice-pres- 
ident, to hold office for one year and until their success- 
ors are cho?^n, and shall also choose, by ballot and by a 
like majority vote, a secretary and an assistant secretary, 
which officers shall hold office during the pleasure of the 
directors. They may also choose a treasurer in like 
manner and for a like term, may fill all vacancies which 



418 Travelers Insurance Company. 

occur in any of said offices, for the unexpired term, and 
may fix the compensation of all said officers, and of all 
other officers, agents and employees of the company, 
either by action of the board, or of a committee to be 
appointed by the board for that purpose. 

ARTICLE VIII. 

The board of directors shall annually appoint a finance 
committee of the board, to consist of five directors, which 
committee shall act upon all proposed investments of the 
company's funds, and all such investments shall be 
reported to the board at the first regular meeting there- 
after. 

The board of directors may also from time to time 
make and declare such dividends to the stockholders out 
of the company's earnings as may be thought expedient. 

ARTICLE IX. 

The president shall preside at all meetings of the 
board of directors when present, and shall have the gen- 
eral care, oversight and supervision of the affairs of the 
company under the direction of the board, and shall execute 
all contracts, deeds and conve5^ances of the company 
requiring signature, in the corporate name, and may also 
sign and indorse for the company in the transaction of its 
business, but not otherwise, checks, drafts, notes and 
bills of exchange. 

ARTICLE X. 

The vice president shall preside at meetings of the 
board, in the absence of the president or his inability to 
act, and may perform such other duties of the president, 
including the execution of instruments, in the corporate 
name, as the emergencies of the company's business may 
require. 

ARTICLE XI. 

The secretary shall keep and direct as to the keeping 
of all records and books of account of the companj', and 
the entries to be made thereon, and shall be the custodian 
of all its records, books and papers, and shall be the 
keeper of the corporate seal, with authority to affix the 
same, attested by his signature, to all instruments requir- 



Travelers Insurance Company. 419 

ing execution under seal, and may, in the transaction of 
the company's business, but not otherwise, sign or indorse 
in its behalf, notes, drafts and bills of exchange, and 
shall act with the president in the general care, oversight 
and supervision of the company's business, and the safe- 
keeping of its securities. 

ARTlCIvE XII. 

The assistant secretary shall assist and act concur- 
rently with the secretary in the discharge and execution 
of his duties, and in his absence, or inability to act, may 
act in his stead, in all things which the emergencies of 
the company's business may require. 

ARTICLE XIII. 

The corporate seal shall hereafter, as heretofore, consist 
of the corporate name in a circle inclosing the word 
"seal." 

ARTICLE XIV. 

Each stockholder shall be entitled to a certificate or 
certificates for the number of shares of capital stock held 
by him, signed by the president and secretary. Transfers 
of stock shall be made upon the proper books of the 
company in person or by duly authorized attorney, and 
the officers may direct that the transfer-books be closed 
and no transfers permitted to be made theiein for a period 
of not more than thirty days before any annual meeting, 
or for a like period before the payment of any dividend. 

ARTICLE XV. 

These by-laws may be altered, repealed or amended, 
and additional by-laws enacted at any annual meeting of 
the stockholders, or at any special meeting, provided 
notice be given of the action proposed, in the notice for 
such special meeting. 

ARTICLE XVT. 

So much of all by-laws of the company enacted prior 
to January 8, 1890, as are inconsistent with the fore- 
going, are hereby repealed. 



430 Union Central Life Insurance Company, 



CHARTER OF THE UNION CENTRAI. LIFE 
INSURANCE COMPANY. 

We, the undersigned, citizens of the State of Ohio, 
desiring to become a body corporate under the laws of 
the State of Ohio, have associated ourselves together to 
form a joint stock insurance company, to insure the lives 
of persons; and we do hereby certify, that the name 
assumed by such company is ' 'The Union Central Life 
Insurance Company;" that the object for which said 
company is formed is to insure the lives of persons in and 
out of the State of Ohio; the capital stock of said com- 
pany is five hundred thousand dollars, and that the place 
where the principal office of said company is located is 
the city of Cincinnati, Hamilton county, Ohio. 

In testimony whereof, we have hereunto set our hands 
and seals, this thirtieth day of January, A. D. 1867. 

J. W. Davis, [seal. 

John P. P. Peck, [seal. 
James Jackson, [seal. 
Israel Williams, [seal. 
Alex. F. Hume, [seal. 
The Statb op Ohio, | 
Butler County. j 

Be it remembered, that on this thirtieth day of January, 
A. D. 1867, before me, J. W. Meckley, a justice of the 
peace in and for said county of Butler, personally came 
the above-named John P. P. Peck, Israel Williams, J. W. 
Davis, James Jackson, and Alex. F. Hume, and acknowl- 
edged their signatures to the foregoing certificate to be 
their voluntary act for the purpose herein mentioned. 



The State of Ohio, , 

ss. 



Union Central Life Insurance Company. 421 

In testimony whereof, I have hereto set my hand this 
thirtieth day of January, A. D. 1867. 

John W. Mecki,ey, j. P., [seal]. 

Butler County. j 

I, Patrick Gordon, clerk of the Court of Common 
Pleas, the same being a court of record of the county of 
Butler and State of Ohio, do hereby certify that John W. 
Meckley, Esq., whose genuine signature is attached to 
the foregoing acknowledgment, was, at the time of sub- 
scribing the same, an acting justice of the peace, duly 
elected commissioner and qualified to keep the peace 
within and for said county of Butler; that full faith is due 
and ought to be given to all his official acts as such. 

Witness my hand and the seal of said county of Butler 
on this thirty-first day of January, 1867. 

[Seal.] Patrick Gordon, Clerk. 

U. S. OE America, Ohio, ) 

Sec' y of State' s Office. ) 

I, William Henry Smith, secretary of State, of the 
State of Ohio, do hereby certify that the foregoing is a 
true copy of the certificate of incorporation of the Union 
Central Life Insurance Company, filed in this office Feb- 
ruary 2, A. D. 1867. 

In testimony whereof, I have hereunto subscribed my 
name and affixed the great seal of the State of Ohio, at 
Columbus, the second day of February, A. D. 1867. 

[Seal.] WiivWAM Henry Smith, 

Secretary of State. 



BY-IvAWS. 



ARTICLE I. 

CAPITAL STOCK. 

I. The amount of the capital stock, by the act of 
incorporation authorized at five hundred thousand dollars, 
shall be limited to two hundred thousand dollars until 
otherwise determined by the vote of the holders of a 
majority of the stock. 



422 Union Central Life Insurance Company. 

2. The capital stock shall be paid in full. 

3. The stock shall be divided into shares of twenty- 
dollars each, and shall be transferable on the books of 
the company either in person or by attorney; but no 
transfer of stock shall be binding until the old certificate 
be surrendered and a new one issued, by order of the 
board, to the transferee, and recorded in the stock-book 
of the compan5^ 

ARTICLE II. 

DIVIDENDS. 

1. A semi-annual dividend of five per cent shall be 
made on the stock, to be payable on the first day of 
April and October annually. 

2. The only other dividends that may be made to 
stockholders shall consist of the profits derived from poli- 
cies issued without profits to the policyholders. These 
dividends, when made, shall be declared on the first day 
of April, annually. 

3. From the residue of the profits arising from the 
mutual business, after the provisions indicated in article 
VI, the board shall, annually, in the month of January, 
declare a dividend to the mutual policyholders, according 
to the kind and class of each policy; or place to the credit 
of the policy its equitable proportion of the undivided 
surplus, which shall be payable according to the terms 
and condition of the policy. 

4. Dividends falling due to mutual policyholders may 
be applied by the assured either to the purchase of addi- 
tions to the policy; or towards the liquidation of any loan 
granted to the policj^holder; or, if there be no loan, 
towards the reduction of premiums during the next suc- 
ceeding year. 

5. No policy not in force shall be entitled to divi- 
dends, nor shall any policy be entitled to dividends until 
there shall have been paid thereon two annual premiums, 
and the dividends shall become due and payable upon 
the anniversary of the policy only when the annual 
premium thereon, if any, shall be paid. 



Union Central Life Insurance Company 423 

ARTICLE III. 

MEKTINGS OF STOCKHOLDERS. 

1. The annual election of the stockholders shall be 
held on the third Monday in January, at such hour as the 
directors may fix. At this election the stockholders 
shall choose by ballot a board of thirteen (13) directors, 
who shall hold their ofl&ce for one year, and until their 
successors are duly elected and qualified. An affirmative 
vote of a majority of the stock will be required for the 
election of a director. All vacancies in the board shall 
be filled by the directors. 

2. The holders of one-fifth of the capital stock may, 
at any time, call a special meeting of the stockholders, or 
instruct the president to do so for them. A reasonable 
notice of such meeting must be given. 

3. The vote on all questions in the stockholders' 
meetings shall be by shares; and each share of the stock 
shall be counted as one vote. All stock must be voted 
by the owners of it in person, or by a person authorized 
by power of attorney to vote such stock; and an affirma- 
tive vote of a majority of the stock will be required to 
transact any business. 

ARTICLE IV. 

PLACE OP BUSINESS. 

I . The principal business ofl&ce of the company shall 
be located in Cincinnati, Ohio. 

ARTICLE V. 

POLICIES OF INSURANCE. 

1 . The company may issue policies of insurance upon 
the life of any person from the age of one year to sixty- 
five, inclusive, but for no greater amount than ten thou- 
sand dollars upon the life of one person. __ 

2. No policy of insurance shall be issued until there 
has been filed in the home oflEce an application therefor, 
signed by the person making the application, together 
with the certificate of a reputable physician that the 
person to be insured is in sound health; and no policy 
shall be issued upon the life of any person of unsound 
health. 



424 Union Central Life Insurance Company. 

ARTICLE VI. 

BOARD OF DIRECTORS. 

1. All directors and all oflScers shall be stockholders; 
and each director shall own in his own name, and have 
under his own control, not less than five hundred dollars 
of the capital stock; provided, however, that the policy- 
holders may have a representation in the board whenever, 
in the judgment of the stockholders, the interests of the 
company and of the policyholders demand it. 

2. The board of directors shall hold regular monthly 
meetings for the transaction of business, on the last 
Saturday of each month; and such other meetings 
as the president may call; and an affirmative vote of a 
majority of the board will be necessary for the passage 
of any question. 

3. The board shall adopt such plans of insurance, 
forms of policies, tariff of rates, and regulations upon 
the subject of insurance, as it may deem proper. 

4. From the general funds of the company the board 
shall make the following provisions: 

First. To pay the necessary expense of conducting 
the business of the company, and all approved claims 
resulting from death and matured endowments. 

Second. To establish and perpetuate a reserve fund 
sufficient to cover all outstanding risks, according to a 
four per cent reserve standard, and other obligations. 

Third. To establish and perpetuate a surplus fund in 
such a sum as may, in the judgment of the board, be 
necessary for the security of the company. 

5. From the profits arising from the business the 
board shall annually declare the dividends provided for 
in article II 

ARTICLE VII. 

OFFICERS OF THE COMPANY. 

I. The officers of the company shall be a president, 
a vice-president, a secretary, a treasurer, a cashier, and 
one or two medical directors, all of whom shall be 
elected by ballot by the directors, at the first meeting 
of the board after the annual election, and shall hold 



Union Central Life Insurance Company 425 

their respective officers for one year, and until their 
successors are duly elected and qualified. 

There shall also be appointed annually, by the board, 
four directors, who, together with the president, manager 
of insurance, and the treasurer, shall constitute the 
executive committee; an assistant secretary, counsel, and 
such other employes as the interests of the company may 
require; and there maybe appointed a "manager of insur- 
ance." 

2. The officers of the company shall be allowed for 
their services a fair and reasonable compensation, which 
shall be fixed by the board of directors. 

ARTICLE VIII. 

BONDS OF OFFICERS. 

1 . The president of the company and the chairman of 
the executive committee and the treasurer shall each give 
a bond or bonds in the penal sum of twenty thousand dol- 
lars, with three or more sureties, to be approved by the 
board, for the faithful performance of their respective 
trusts; and the amount of such bonds shall be increased 
from time to time upon the demand of the board. 

2. The vice-president, the secretary, the cashier, the 
assistant secretary and manager of insurance shall each 
give a bond or bonds, in the penal sum of ten thousand 
dollars, with such sureties as may be approved by the 
board, for the faithful performance of their respective 
trusts. 

3. These bonds shall be submitted to the counsel ot 
the company, whose approval shall be indorsed thereon 
in writing. Each bond shall be so drawn as to remain in 
force until the end of the tenure of office of the person 
to whom it relates, and until another bond, or bonds, be 
substituted and approved by the board and the covmsel. 

After each annual election of officers their bonds shall 
be submitted anew for the approval of the board. 

4. The bonds of the officers shall be deposited for safe- 
keeping in the box rented by the company from the Safe 
Deposit Company, of Cincinnati. 



426 Union Central Life Insurance Company. 

ARTICLE IX. 

DUTIES OF THE PRESIDENT AND THE VICE-PRESIDENT. 

1. The president shall have supervision of the finances 
and investments, and the general oversight of the busi- 
ness of the company. He shall preside at all meetings of 
the board of directors, and shall have power to convene 
the board at any time when he may deem it expedient; 
and he shall be required to do so at the request of the 
executive committee, or of any three members of the 
board. He shall have charge of the seal; and shall be 
ex-offlcio a member of the executive committee, and shall 
attend to such other business as the board may direct. 

2. The vice-president shall act in the place and dis- 
charge all the duties of the president in his absence. 

ARTICLE X. 

DUTIES OP THE SECRETARY. 

1 . The secretary, under the direction of the executive 
committee, shall have supervision of the oJB&ce, business 
and accounts of agencies and employes. He shall pro- 
vide all necessary books, and have charge of them and of 
the valuable papers and documents of the company; and 
shall cause a full and accurate account of all the business 
of the company to be kept. In the absence of the treas- 
urer he shall act in his place and discharge the duties of 
his ofl&ce. 

2. He shall present to the board, at the regular 
monthly meetings, a full report of all the business trans- 
acted during the previous month, including the number 
of policies issued; the number terminated; the net amount 
in force; the amount of income, and from what sources; 
and the amount of disbursements, and for what purposes; 
and also a complete trial balance, showing the full amount 
of the invested assets of the company — which report shall 
be kept in a book provided for that purpose, and open at 
all times to the inspection of any stockholder. 

3. He shall keep full minutes of the proceedings of the 
board, and record them in a book kept for that purpose, 
and shall furnish all committees with such accounts and 
papers as may be required. 



Union Central Life Insurance Company. 427 

4. He shall issue to the stockholders and policyhold- 
ers, annually, a report of the business transacted, and a 
statement of the financial condition of the company, which 
shall be certified to by the executive committee, or an 
auditing committee appointed by the board. 

5. The assistant secretary, in the absence of the secretary, 
shall act in his place and discharge the duties of his ofiice. 

ARTICLE XI. 

DUTIES OE" THE TREASURER. 

The treasurer, under direction of the executive com- 
mittee, shall have supervision of the finances of the com- 
pany. He shall have charge of all moneys, checks, drafts 
and bills receivable of the company; he shall deposit 
daily all moneys, checks and drafts received by him or 
the cashier in such bank as may be designated by the 
executive committee; he shall see that all claims are cor- 
rect, in proper shape, and promptly paid. He shall have 
charge of the mortgage loan department. In the absence 
of the secretary, he shall act in his place and discharge 
the duties of his office. 

ARTICLE XII. 

DUTIES OF THE CASHIER. 

The cashier shall, under the direction of the treasurer, 
receive all moneys, and shall not keep on hand, in cur- 
rency, over two hundred dollars. He shall pay all 
expenses of the company, have charge of the check book, 
and record on the respective stubs the name to whom, as 
well as the object for which the check is given. He shall 
keep an accurate account of all the cash transactions of 
the company, balancing the same daily, subject to the 
approval of the executive committee, and in the absence 
of the assistant secretary, shall act in his place and dis- 
charge all the duties of his office. 

ARTICLE XIII. 

DUTIES OF THE MANAGER OF INSURANCE. 

The manager of insurance, under the direction of the 
executive committee, shall have general supervision ot 
the insurance department of the company. He shall 



428 Union Central Life Insurance Company. 

have charge of its forms of policies, contracts, publica- 
tions, agencies, issuing and purchasing of policies, valu- 
ing of policies, and distribution of the surplus. 
ARTICLE XIV. 

DUTIES OF THE MEDICAL DIRECTORS. 
The medical directors, under the direction of the board, 
shall have the supervision of the medical department of 
the company. They shall employ all medical examiners, 
and make all rules necessary for their government. They 
shall carefully examine and pass upon all applications 
for insurance; and no policy shall be issued upon any life 
without the approval of one of the medical directors. 
ARTICLE XV. 

DUTIES OF THE EXECUTIVE COMMITTEE. 

1. The executive committee shall meet each week, 
and daily if the business requires it; and, under the direc- 
tion of the board, shall have the supervision of all the 
business and expenditures of the company. It shall 
appoint all clerks, agents and other employes, and shall 
have power to remove them at any time. It shall exam- 
ine the books at least every three months, and report their 
condition to the board. It shall adjust all losses, invest 
the funds of the companj^ make all loans, and do such 
other business as the board may direct. All loans, and 
every transaction involving the expenditure of money, 
must have the approval of the committee in writing. 

2. All business of the committee must be transacted 
in regular session. Four members shall constitute a 
quorum, and an affirmative vote of a majority of those 
present shall be required for the transaction of business. 
The committee shall elect a chairman and a clerk, and 
shall keep a faithful record of its transactions, and report 
them to the regular meetings of the board. 

ARTICLE XVI. 

DUTIES OF THE COUNSEL. 

It shall be the duty of the counsel to give such legal 

advice as may be solicited by the board, the committees, 

or the officers; to examine all titles, or abstracts of titles, 

and mortgages of property referred to them, and report 



Union Central Life Insurance Company. 439 

thereon; and to transact the legal business of the com- 
pany under the direction of the oflBcers and of the execu- 
tive committee. 

ARTICLE XVII. 

INVESTMENTS. 

1. All funds which the. company may be able to invest 
from time to time shall be invested in the securities 
authorized by the law of Ohio enacted May 15, 1878, as 
follows: 

"First. In United States, State, county, or city bonds, 
provided that the market value of said bonds, at the date 
of purchase, shall be at least eighty per cent of their par 
value. 

' 'Second. In bonds and mortgages upon unincumbered 
real estate, the market value thereof being at least double 
the amount loaned thereon, exclusive of buildings, at the 
date of said investment. The value of such real estate 
shall be determined by a valuation made under oath by 
two real estate owners, residents of the county where the 
real estate may be located. 

' 'Third. Loans may be made upon the pledge of said 
bonds or mortgages, provided that the current market 
value of said bonds or mortgages shall be at least twenty- 
five per cent more than the amount loaned thereon. 

"Fourth. Loans may also be made upon a company's 
own policies, but not exceeding the reserve thereon, 
which is the present value, according to the American 
mortality experience tables, with interest at four per 
cent." 

But the company may accept any other assets than 
herein enumerated, in payment of debts, in order to pro- 
tect its interests; and may acquire real estate for its own 
use, or by foreclosure, in accordance with the laws of the 
State. 

2. The president and the chairman of the executive 
committee shall purchase all bonds ordered by the com- 
mittee, and shall deposit them for safe keeping in a box 
rented for the purpose from the Safe Deposit Company, 
of Cincinnati; which box shall be opened by the president 



430 Union Central Life Insurance Company. 

only in the presence of the chairman of the executive 
committee. 

3. No loan shall be made to any oflBcer, director, or 
employe of the compan}', until it has been approved by 
the board of directors. 

ARTICLE XVIII. ^ 

RECEIPTS AND PAYMENTS. 

1 . No assignment or payment of the principal of any 
mortgage note, payable to the company, shall be valid 
except upon the joint indorsement or receipt of the presi- 
dent and the treasurer; and a stipulation to this eflfect 
shall be incorporated in the bond as a part of the contract. 
If the money is paid at the home office, the receipt shall 
be countersigned by the cashier. 

2. Receipts for moneys paid at the home office shall 
in all cases be signed by the secretary and countersigned 
by the cashier; and the receipts at the agencies shall be 
signed by the secretary and countersigned by the agent. 

3. All checks or drafts for the payment of money shall 
be signed by the president and the treasurer, and made 
payable to the order of the person to whom the same is due. 

No check or draft shall be signed by any officer in 
blank. In the absence of the president and the vice- 
president, the chairman of the executive committee shall 
sign all checks or drafts in the place of the president. 

4. No interest on any bond or mortgage belonging to 
the company shall be allowed to remain due longer than 
thirty days without a suit for foreclosure being directed 
by the president, unless the executive committee author- 
ize a longer delay. 

ARTICLE XIX. 

AMENDMENTS. 

These by-laws may be amended at any regular or called 
meeting of the stockholders, a majority of the entire stock 
voting for the amendments. 

ARTICLE XX. 

DUTIES OF THE ACTUARY. 

The actuary, under the supervision of the manager of 
insurance, shall annually value all of the policies of the 



Union Central Life Insurance Company 431 

company, calculate the distribution of surplus, and per- 
form such other actuarial duties as may be required of 
him by the company. 

In addition to the officers mentioned in article VII, sec- 
tion I , there shall be an actuary, who shall be elected 
annually by the board of directors. 

February 27, 1886. 



432 Union Mutual Life Insurance Company. 



CHARTER AND BY-LAWS OF THE UNION 
MUTUAL LIFE INSURANCE COM- 
PANY OF MAINE. 

Be it enacted by the Senate and House of Representa- 
tives in legislature assembled, as follows: 

The various acts which constitute the charter of the 
Union Mutual Life Insurance Company are hereby con- 
solidated and amended so that the following shall be the 
charter of said company : 

Section i. Joseph H. Williams, E. Brown Pratt and 
J. Walker Judd, their associates and successors, and all 
others who may hereafter become members of this com- 
pany as hereinafter provided, are hereby constituted a 
body corporate, by the name of the Union Mutual Life 
Insurance Company, and by that name may sue and be 
sued, appear and prosecute and defend suits to final judg- 
ment and execution in any courts and elsewhere; may have 
a common seal and alter the same at pleasure, and may 
purchase, hold and convey in this State, or in any other 
state or country, all such property, real and personal, as 
may be deemed necessary for the use or accommodation 
of the business of the company, or for the investment of 
its funds. 

Sec. 2. As soon as applications for insurance shall be 
made to said corporators, or either of them, to the 
amount of one hundred thousand dollars, in sums not 
exceeding five thousand dollars upon any one life, the)'-, 
or any two of them, may call the first meeting of said 
company, by giving notice of the time and place of hold- 
ing same, in one of the newspapers printed in Augusta, 
fifteen days at least prior to the said meeting; and it shall 
be lawful for the said corporators and their associates then 



Union Mutual Life Insurance Company. 433 

and there to choose by ballot a board of twelve directors, 
who shall be members of said company and continue in 
office until others shall be chosen as hereinafter provided. 

Sec. 3. Every person whose life shall be insured in this 
company, according to the provisions of this act, shall be 
deemed a member thereof during the period of such 
insurance, and until the policy shall be paid, canceled or 
surrendered, according to the terms of this act and the by- 
laws of the company, and no longer; and shall be entitled to 
one vote for each thousand dollars of insurance above one 
thousand. And any member may vote by proxy, if the 
same be given directly to the person producing it at any 
meeting; but no person or corporation shall have the 
right to vote on any policy of re-insurance issued by this 
company. 

Skc. 4. An annual meeting of said company shall be 
held on the second Wednesday in January, or within one 
month after, in each year, at Augusta, or such other 
place as the directors may deem more convenient to a 
majority of the members, at which directors shall be 
chosen by ballot to fill the places of those whose term 
shall then expire; and public notice of said meetings 
shall be given by the secretary in one or more newspapers 
printed in Augusta, and in one or more newspapers 
printed in such other place as may at any time be desig- 
nated, as aforesaid, for holding the same, fifteen days at 
least prior to the said meetings; and in case of a failure to 
elect directors at any meeting, the same may be 
adjourned trom time to time until such election shall be 
effected or completed. 

Sec. 5. The directors shall continue in office during 
the term for which, under the by-laws, they are chosen 
and until a new election shall be made ; and they shall 
have power to fill any vacancy in the board, which may 
happen by death or otherwise, until the next annual 
election of directors;* five of them shall constitute a 
quorum for the transaction of business; they shall fix and 
determine the rate of premium on all policies of insurance 
that the company shall issue, and the terms and manner 



434 Union Mutual Life Insurance Company. 

of payment thereof; and may adopt such by-laws, and 
other rules and regulations, for discharging the various 
functions, and conducting and transacting the business 
and affairs of the company as they shall deem necessary 
and useful; and exercise all corporate powers of said 
company not inconsistent with the provisions of the 
charter or the other laws of the State. 

Sec. 6. The directors shall have power to choose a 
president, vice-president, secretary and clerk and such 
other officers and agents as they may deem necessary for 
the prosecution of the business of the company, who may 
or may not be members of the board of directors; they 
shall prescribe the term of office, the duties and compen- 
sation of said officers and agents, and take such security 
from them as they may think proper for the faithful dis- 
charge of their respective duties. 

Sec. 7. The directors shall at all times superintend 
the affairs and manage the funds, property and estate of 
the company; and shall invest the funds of the company 
in the name of the company; or they may invest them in 
the name of trustees, whenever they deem it necessary to 
do so in order to preserve and protect the interests of the 
company and to secure a perfect title to property held as 
investments or as security for investments. But it shall 
not be lawful for them to loan any sum of money to any 
director or other officer of the company upon any security 
whatever. 

Sec. 8. The company may issue contracts of life and 
accident insurance, and grant annuities and endowments, 
and all such contracts shall be signed by the president or 
vice-president and by the secretary thereof, and the same 
shall bind the said company, upon deliver}^ and upon 
payment of the premium chargeable thereon to the satis- 
faction of the directors and in accordance with their rules 
and regulations. And, upon the death of any person 
upon whose life this company shall have a subsisting 
policy of insurance, the sum insured shall become due 
and payable in ninety days from the time the same shall 
be proved and established according to the terms of such 



Union Mutual Life Insurance Company. 435 

policy, unless the policy provides for a different time of 
payment. And the said company may cause itself to be 
insured against the hazard of any risk assumed by them. 

Sec. 9. The said company may issue policies of insur- 
ance upon the life of any person expressed to be for 
the benefit of any woman, minor or minors; and the same 
shall inure to the sole use and benefit of such person or 
persons so expressed as aforesaid, independently of the 
one whose life may be thus insured, as well as of his or 
her creditors and of the creditors of such woman, minor 
or minors. 

Sec . 10. The fiscal year of the said company shall close 
on the thirty-first day of December annually ; and on the 
first Wednesday of January following. Or within one month 
thereafter, the directors shall cause an estimate to be made, 
as near as may be practicable, of the true state of the 
affairs of the company at the said close, and of their 
business for the last fiscal year, and a balance to be struck 
of the accounts of the company; and thereupon compute 
the reserve, as required by law, for insurance of the 
risks of all outstanding policies, and shall then ascertain 
the net surplus of the total assets over the aggregate of 
losses, payments and expenses of the said year, and the 
reserve, computed as aforesaid. They may, whenever 
they deem it for the interests of the policyholders, but not 
oftener than once a year, apportion and distribute this 
surplus, or any part thereof, to the policies which were in 
force at the close of the said last fiscal year, and then 
entitled to participate in such apportionment, in the ratio 
in which the said policies severally contributed to the 
forming of such surplus; and records shall be made and 
preserved of such apportionments; and the same shall be 
binding upon all parties interested in any policy issued, 
or risk taken by the said company, which by the terms 
of the policy, or by the contract for the risk, is entitled 
to participate in such surplus. But the directors may 
make the payments of such dividends conditional 
upon the payment of the premium next becoming 
due. 



436 Union Mutual Life Insurance Company. 

Sec. 1 1 . Nothing in this act shall be construed to 
prevent the company from issuing policies with or with- 
out a participation in the profits of said company, or for a 
limited term of years; nor to prevent the issuing of poli- 
cies for a larger amount than five thousand dollars when 
the accumulated premiums shall have reached the sum of 
one hundred thousand dollars. 

Sec. 12. Nothing herein contained shall be construed 
to exempt said company from the operation of the general 
laws of the State. 

(As amended March 7, 1889.) 



BY-I.AWS. 

1. The government of this company shall consist of a 
president and twelve directors. The directors are hereby 
divided, in accordance with the power given by the laws 
of the State of Maine, into three classes of four each. 
At the annual election in the year one thousand and eight 
hundred and seventy-six, four directors shall be elected 
for one year, four for two years, and four for three years; 
and at subsequent annual meetings four shall be elected 
for three years, and any vacancies filled in the other 
classes. 

2. The directors' office shall be located in the city of 
_ ortland, in the State of Maine, where their meetings 
shall be held, except when otherwise specially ordered by 
them. 

3. The annual or any special meetings of the corpora- 
tion shall be called at such places and times as the direc- 
tors may determine under the provisions of the charter. 

4. The president shall preside at the meetings of the 
directors, and, in his absence, the vice-president; and, in 
the absence of both, a president pro tem. shall be chosen. 

5. The directors shall annually elect a vice-president, 
who, in the absence of the president, shall exercise his 
powers and duties. 

6. The directors shall annually elect a clerk of 
the corporation, who must be a citizen of Maine; if he 
removes from the State he vacates his office and the 



Union Mutual Life Insurance Company. 437 

vacancy shall be filled by the directors. It shall be his 
duty to attend and record the doings of all the meetings 
of the corporation, make such reports and returns as may 
be required by law, the corporation or the directors, and 
keep his books of record in a convenient place, so that 
they may be open at all times to the inspection of mem- 
bers of the company. 

7. The directors shall elect a secretary, to hold office 
during their pleasure (unless otherwise ordered by special 
vote at the time of bis election), whose duty it shall be to 
record the doings of the directors in a book kept for that 
special purpose and open at all times to the inspection of 
the directors; to countersign all policies issued by the 
company; to have general charge of the books of the com- 
pany; to notifjr meetings of directors, and to attend to 
such other duties as may be required by the officers from 
time to time. In the absence of the secretary and actu- 
ary the president may appoint a secretary pro tem. , who 
shall act as secretary in the absence of both the secretary 
and the actuary; the appointment shall be made by a 
memorandum on the directors' records, signed by the pres- 
ident. 

8. The directors shall elect an actuary, to hold office 
during their pleasure, unless otherwise ordered by 
special vote at the time of his election. It shall be his 
duty to make calculations and tables for the present and 
future use of the company, on such principles as may be 
adopted by the board; to prepare the periodical statements 
required by our own and other states; collect and arrange 
useful data, books, documents, tables, and official state- 
ments upon the business of life insurance and annuities 
for the use of the company; to confer whenever requested 
with the president and committees; to make reports and 
communications; to perform such other appropriate acts 
as may be required by the board, its committees, or its 
president; and in the absence of the secretary he shall be 
ex-officio acting secretary. 

9. There shall be the following standing committees 
appointed by the board on nomination of the president, or 



438 Union Mutual Life Insurance Company. 

in such other manner as the board may determine, to hold 
their office until the next annual meeting of the board 
for organization: a finance committee, a committee on 
losses, an auditing committee. Each committee may 
make such regulations for its own government, not incon- 
sistent with the charter, by-laws and rules of the com- 
pany, as it may see fit; and with the aid of the secretary 
shall keep a record of its proceedings, to be submitted to 
the board at its next meeting. When any member of a 
committee is absent from a stated or duly called special 
meeting of any committee, the president, or in his absence 
the vice-president, or the members of the committee 
present, may appoint any director to act in his place for 
that meeting. 

lo. The finance committee shall consist of the presi- 
dent and vice-president, who shall be members ex-officio, 
and four directors; they shall hold meetings whenever 
the president shall deem it necessar>', and shall superin- 
tend and direct the investment of the funds of the com- 
pany. They may authorize a change of investments, a 
sale of secvurities, an assignment, discharge and release of 
mortgages in whole or in part, and a foreclosure of the 
same in the manner provided by the laws of the State and 
country in which the mortgaged property is situated; and 
may authorize the sale of any real estate held by the com- 
pany or in trust for the company; and whenever the 
finance committee shall authorize any of the foregoing, 
the president, and in his absence the vice-president, or by 
special vote of the finance committee a member of said 
committee, is authorized to do all acts and to execute in 
the name of the company and deliver all the instruments 
necessary and proper for that purpose. 

Whenever any loan, secured by collateral security, is 
paid, or a change is made in the security, the president, 
and in his absence the vice-president, or by special vote 
of the finance committee a member of said committee, is 
authorized to re-assign the security, and, in the name of 
the company, to do all acts and execute and deliver all 
the instruments necessary and proper for that purpose. 



Union Mutual Life Insurance Company. 439 

The committee shall examine quarterly the cash assets 
and securities and report thereon to the board. 

11. The committee on losses shall consist of four 
directors and the president. It shall be the duty of this 
committee to examine the papers or proofs of losses, to 
fiilly investigate and decide upon all claims respecting 
the same, and report at each stated meeting the amount 
of loss, if any; but no loss shall be paid, unless at least a 
majority of this committee shall concur, without direc- 
tions from the board. 

12. The auditing committee shall consist of three 
directors, to whom shall be referred at least monthly, for 
examination and audit, the accounts and bills of the cash 
payments and disbursements of the company and vouchers 
therefor. 

13. The directors shall appoint one or more examining 
physicians, one of whom shall be in attendance at the 
company's oflBce daily, to make examinations of appli- 
cants, to examine applications from agencies, and gener- 
ally to have the supervision and direction of the medical 
department of the company under the instruction of the 
board of directors. 

14. The funds of the company shall be deposited in 
such bank or banks as may be designated by the finance 
committee and shall be drawn therefrom only on checks 
or drafts signed by the president and countersigned by 
the secretary or actuary, but, in the absence of the presi- 
dent, the vice-president or any member of the finance 
committee may sign checks or drafts in the place of the 
president, 

15. The president, vice-president, secretary or act- 
uary has authority to endorse for collection any drafts, 
checks or other negotiable instruments payable to the 
company and to receipt for money due the company on 
payment thereof 

16. Until otherwise ordered by the directors, the 
board shall meet on the last Tuesday of each month 
at three o'clock in the afternoon. Special meetings may 
be called by the president, or by any four directors, 



440 Union Mutual Life Insurance Company. 

notice whereof shall be given to each director by the 
secretarj^ through the mail or otherwise; and his record 
that he has given such notice shall be evidence thereof. 

17. At all stated meetings the following shall be the 
order of business, viz : 

Order of business: i. Reading the minutes of the last 
meeting. 2. Report of the finance committee. 3. Report 
of the committee on losses. 4. Report of the auditing 
committee. 5. Report of special committees. 6. Com- 
munications, resolutions, notices, etc. 7. Unfinished 
business. 8. Elections. 

18. The meeting of the directors for the election 
of oflScers shall be their next meeting after the annual 
meeting of the corporation ; and the officers of the 
preceding year shall hold over until next time, and until 
their successors are chosen, provided that terms of oflSce 
fixed under the provisions of the charter or by-laws shall 
not be affected thereby. 

19. These by-laws may be amended, altered or repealed 
at any regular meeting of the directors by a vote of the 
majority of the whole board, provided notice of the pro- 
posed change shall have been given in the call for said 
meeting. 

(Adopted October 30, 1893.) 



United States Life Insurance Company. 441 



CHARTER AND BY-LAWS OF THE UNITED 

STATES LIFE INSURANCE 

COMPANY. 

CHARTER. 

We, the subscribers, having agreed to organize ourselves 
under the laws of the State of New York, as a life 
insurance company, do hereby adopt the following 
charter: 

ARTICLE I. 

This company shall be called ' 'The United States Life 
Insurance Company, in the City of New York," and its 
place of business shall be in the said city. 

ARTICLE II. 

The business of the company shall be to make insur- 
ance on lives of individuals, and every insurance 
appertaining thereto, or connected with life risks, and to 
grant, purchase or dispose of annuities. 

ARTICLE III. 

The insurance business of the company shall be trans- 
acted upon the mutual principle, except where, by 
express agreement between the company and the assured, 
such mutuality is waived ; and there shall be a guarantee 
capital of at least one hundred thousand dollars. 

ARTICLE IV. 

Section i. All the corporate powers of the company 
shall be exercised by a board of directors, and such oflB- 
cers and agents as they may appoint. 

Sec. 2. The board of directors shall consist of thirty 
persons, a majority of whom shall be citizens of the State 
of New York, and each of whom shall be a proprietor of 
the guarantee capital in his own right, or an insurer for 
life, paying a premium of at least eighty dollars per 



442 United States Life Insurance Company. 

annum, or entitled to an annuity of not less than eighty 
dollars per annum. 

Sec. 3. The first board of directors shall consist of 
the first thirty subscribers hereto, who shall possess the 
necessary qualifications as above declared. This board 
shall divide itself by lot into three classes, of ten each. 
The term ofofiice of the first class shall expire at the end 
of one year; that of the second class at the end of two 
years, and that of the third class at the end of three 
years; and thereafter ten directors shall be annually 
chosen, who shall hold their office for three years, or 
until their successors are elected. Directors shall be 
re-eligible, and vacancies occurring in the intervals of 
elections shall be filled by the board. 

Sec. 4. The election for directors shall be held annu- 
ally during the month of March, at the office of the com- 
pany; and the board shall give at least ten days' notice 
thereof, in two daily newspapers published in said city. 
In case of a failure to elect on that day, the directors 
whose regular terms do not expire shall proceed to elect 
ten directors (or such number as may have failed of elec- 
tion), who shall with them constitute the board. 

Sec. 5. Every election for directors shall be by "bal- 
lot," and a plurality of votes shall elect. Three inspec- 
tors for the next succeeding election shall be elected at 
the same time and in the same manner. 

Sec. 6. Everj'^ shareholder shall be entitled to one vote 
for directors for every share of capital stock standing in 
his name on the books of the company, and it shall be 
lawful for any member of the company possessing the 
right to vote to do so by proxy, duly authorized in writ- 
ing, but no member shall be entitled to vote who is in 
default or arrears to the company. 

article v. 
Section i . Seven directors shall constitute a quorum 
for the transaction of business, but a lesser number may 
meet and adjourn from time to time, until a quorum shall 
attend. 



United States Life Insurance Company. 443 

Sec. 2. The board of directors shall, immediately on 
the organization of the company, and annually thereafter, 
elect one of their own number, being a citizen of this 
State, president of the company, and fix the salary to be 
paid him. 

Sec. 3. The board may also, from time to time, 
appoint a vice president, secretary, and such other officers 
and agents as they may deem requisite, and the same 
remove at pleasure, and fix their compensation. 

Sec. 4. The board shall have power to enact by-laws, 
rules and regulations for the government of the officers 
and agents of the company, and the conduct of its affairs, 
not inconsistent with the constitution and laws of this 
State ; and such by-laws, rules and regulations to alter 
and repeal at pleasure. 

Sec. 5. The board may regulate the rate and amount 
of premiums, and the mode and manner of the payment 
of the same. 

Sec. 6. The board shall possess all the other powers 
usually vested in boards of directors, and not inconsistent 
with this charter, or the constitution and laws of this 
State. 

article VI. 

Section i. The guarantee capital shall be divided 
into shares of fifty dollars each, which shall be personal 
property transferable on the books of the company, 
according to law and the by-laws of the company. 

Sec. 2. James Suydam, John J. Cisco and Wilson G. 
Hunt shall be commissioners to open books of sub- 
scription to the guarantee capital, who shall give at least 
three days' notice in two daily newspapers in the City 
of New York, of the time and place at which said books 
shall be opened, and shall keep said books open until 
the full amount of one hundred thousand dollars is 
subscribed. 

Sec. 3. If consistent with the then existing laws of 
this State the directors may, at any time, increase the 
guarantee capital by subscriptions, until the same shall 
amount to one million dollars ; but before opening books 



444 United States Life Insurance Company. 

for that purpose, they shall give notice of their intention so 
to do, by three months' notice in two daily newspapers pub- 
lished in the City of New York, or with such other for- 
malities as the law may require ; and proprietors of the 
then existing guarantee capital shall have the preference 
in subscriptions for the increased capital . 

Sec. 4. The proprietors of the guarantee capital may 
be allowed, semi-annually, interest thereon, not exceed- 
ing seven per cent per annum. 

Sec. 5. Twenty per cent of the net profit of the com- 
pany, after paying said interest, shall be apportioned pro 
rata among the proprietors of the guarantee capital, and 
the remaining eighty per cent thereof shall be apportioned 
pro rata among the assured insuring on the mutual 
principle, who shall have paid an annual premium three 
years in succession. 

Sec. 6. The said company at the expiration of three 
years from the time that the first policy shall have been 
issued and bear date, and within thirty days thereafter 
and during the first thirty days of every subsequent 
period of three years, shall cause a balance to be struck 
of the affairs of the company, in which they shall charge 
each holder of a policy with a proportionate share of 
eighty per cent of the losses and expenses of said com- 
pany, according to the amount of premium paid on such 
policies; but in no case to exceed the amount of the 
profits thereon, to his credit, and shall charge each 
proprietor of the guarantee capital with his proportion of 
twenty per cent of the said losses and expenses. Each 
holder of a policy shall be credited with its propor- 
tionate share of eighty per cent of the net profits 
of the company as aforesaid, and in case of the death ot 
an insured party, the amount insured and the profits 
standing to his credit at the last preceding striking of the 
balance shall, within three months, be paid over to his 
legal representatives or assigns, and the proportion of 
profits which shall be found to belong to said policyholder, 
at the next subsequent striking of said balance, shall be 
paid over to the legal representatives or assigns of such 



United States Life Insurance Company. 445 

deceased, within three months after the said last men- 
tioned balance shall be struck. It being understood, 
however, that no fraction of a year shall be estimated in 
determining a right to profits. Each holder of the 
guarantee capital shall be entitled to draw whatever may 
appear to his credit over and above his capital upon 
striking such a balance, his capital being left open for 
accumulation for each interval. 

Sec. 7. Any person insuring in the company who shall 
omit to pay any premium, or any periodical payment due 
from him to the- company, shall thereby forfeit to the 
company al] claims under his policy, and all previous 
payments made by him. 

ARTICLE VII. 

The company's fiscal year shall commence on the first 
day of January and terminate on the thirty -first day of 
December in each year. 

Josiah Rich, George Folsom, James Suydam, James 
Marsh, Thomas C. Doremus, J. F. Butterworth, Isaac A. 
Storm, James S. Polhemus, Luther Bradish, Chas. M. 
Connolly, B. F. Wheelwright, Wilson G. Hunt, Fred- 
rick Sheldon, D. H.Arnold, John A. Luqueer, S.W.Ander- 
son, John J. Cisco, Chas. E. Bill, Edward S. Clark, Jere- 
miah Clark, P. C. Van Schaick, Isaac N. Phelps, Fran- 
cis T. lyuqueer, Edward S. Gould, B. R. Winthrop, 
John J. Phelps, Wm. T. Whittemore, Richard F. Car- 
man, Gerard Stuyvesant, Clinton Gilbert, S. B. Althause, 
George H. Swords. 

I certify that I. have examined the within charter and 
find it to be in accordance with the law of 1849, under 
which it is organized, and not inconsistent with the con- 
stitution or laws of this State. Levi S. Chatpield, 

Attorney General. 

Comptroller's Office, 
Albany, February 25, 1850. 
A report having been made to me, on oath, by Henry 
Nicoll, Samuel B. Ruggles and Joseph B. Vamum, who 
were appointed by me on the twentieth day of February 



446 United States Life Insurance Company. 

instant, to examine the capital, securities and affairs of 
"The United States Life Insurance Company in the City 
of New York," in pursuance of section ii, of chapter 
308, laws of 1849, from which report it appears that the 
sum of one hundred thousand dollars has been paid in, 
in money, and has been invested in stocks of the State of 
New York and of the United States. I do hereby certify, 
that said company is possessed of an amount of capital 
equal to the amount specified in the fifth section of the 
act aforesaid. W. Hunt, Comptroller. 

Chapter 710. 
an act to amend the charter of the united states 

life insurance company, passed may 6, 1870. 
The People of the State of New York, represented in 
■ Senate and Assembly, do enact as follows: 

Section i. The United States Life Insurance Com- 
pany may, anything in law, charter or article of asso- 
ciation contained to the contrary nothwithstanding, 
make distribution of such surplus as they have accumu- 
lated or may accumulate annually, or once in two, three, 
four or five years, as the directors thereof may from time 
to time determine. 

Sec. 2. Such portion of surplus funds as the policy- 
holders may be entitled to may be distributed among the 
policyholders of such company in proportion to the sums 
of money which each member has contributed to the total 
of the surplus funds to be distributed among all the 
policyholders, and including in such distribution a just 
and equitable allowance for interest ; and any such divi- 
dends of surplus may, at the option of the company, be 
credited to the holder of the policy, to accumulate for his 
benefit, or may be paid in cash to the policyholder, or be 
applied to the purchase of additional insurance, or in 
reduction of or toward the payment of premiums ; and it 
shall be lawful for said company at any time, by agree- 
ment with the policyholder, to take a surrender and can- 
cel any dividend which may be or now is standing to the 
credit of any policyholder, or any additional insurance 
that may have been purchased with any such dividend. 



i 



United States Life Insurance Company. 447 

Policies which have become payable before the time when 
such distribution is made, and after the date of the last 
previous distribution of surplus, may share in the same 
equitably and proportionally. 

Sec. 3. Any policy in said company in favor of a mar- 
ried woman, or of her and her children, or assigned in 
her, or her and their favor, on the written request of said 
married woman, duly acknowledged before a commis- 
sioner of deeds or other ofiScer authorized to take ack- 
nowledgment of deeds, in the same manner as is required 
by law to pass her dower right in lands of her husband 
and on the written request of the policyholder, may be 
surrendered to and purchased by the said company, in 
the same manner as any other policy. 

Sec. 4. This act shall take effect immediately. 
State of New York, 1 

Office of the Secretary of State j "' 

I have compared the preceding with the original law 
on file in this office, and do hereby certify that the same 
is a correct transcript therefrom, and of the whole of said 
original law. 

Given under my hand and seal of office, at the City of 
Albany, this sixth day of May, in the year one thousand 
eight hundred and seventy. D. WiLLERS, Jr., 

[Seal.] Dep. Sec' y of State. 

Chapter 624. 
an act to amend the charter of the united 
states life insurance company in the city of 
new york, passed may id, 1872. 

The People of the State of New York, represented in 
Senate and Assembly, do enact as follows: 

Section i. The sixth section in article six of the 
charter of the United States lyife Insurance Company in 
the City of New York is hereby amended so as to read as 
follows: 

Sec. 6. The said company shall, within thirty days 
after the fourth day of March, eighteen hundred and 
seventy-three, and in every subsequent year, cause a bal- 
ance to be struck of the affairs of the company, showing 



448 United States Life Insurance Company. 

the gross profits of said company, if any, for the year end- 
ing on the thirty-first day of December preceding, and 
after deducting therefrom all proper costs, charges, 
expenses and interest on the guarantee capital and the scrip 
certificates hereinafter provided for, and reserving there- 
out such sums as may be necessary and proper to be 
applied to the reserve and surplus fund of said company, 
shall apportion the residue of the net profits as is pro- 
vided for by the fifth section of said article six of the 
said charter as hereby amended. 

The distribution of the sum so apportioned to the 
policyholders of said company shall be made in accord- 
ance with the provisions of section two of the act of the 
legislature, entitled "An Act to amend the charter of 
the United States Life Insurance Company, passed May 
sixth, eighteen hundred and seventy," it being under- 
stood, however, that no portion of a year shall be 
estimated in determining a right to profits, and each 
holder of the guarantee capital shall be credited on the 
books of the company, with his portion of the net 
profits, so declared as aforesaid, for which he shall be 
entitled to receive a scrip certificate, assignable only on 
the books of the company on surrender of the certificate, 
bearing an annual interest of seven per cent, to be paid 
semi-annually, on the same days on which interest on the 
guarantee capital shall be paj^able and so on, until the 
aggregate of the guarantee capital and of such scrip cer- 
tificates shall amount to the sum of one million dollars, 
when said scrip shall be surrendered, and certificates of 
guarantee capital shall be issued in lieu thereof, where- 
upon the guarantee capital shall consist of said amount 
of one million dollars, and shall be entitled to interest as 
now provided for in the fourth section of said article six 
of said charter, but shall not be entitled to any pro rata 
share in the net profits of said company, except a sum 
equal to three per cent per annum on the said capital; 
and all of said net profits ascertained as above directed, 
except said last-mentioned sum of three per cent per 
annum, shall be apportioned among the policyhlders oin 



United States Life Insurance Company. 449 

said company, in the same manner as is provided in the 
second section of the said act of May sixth, eighteen 
hundred and seventy. 

Sec. 2. Section five of said article six of the said 
charter is hereby amended by striking thereout the words 
' 'who shall have paid an annual premium three years in 
succession." 

Sec. 3. All parts of said charter inconsistent with the 
provisions of this act shall, from the date of the passage 
of this act, cease to be operative and of any force. 

Sec. 4. This act shall take effect immediately. 
State of New York, \ 

OflEce of the Secretary of State. J ^^• 

I have compared the preceding with the original law 
on file in this office, and do hereby certify that the same 
is a correct transcript therefrom, and of the whole of said 
original law. 

Given under my hand and the seal of office of the Sec- 
retary of State, at the City of Albanj/, this eighteenth 
day of May, in the year one thousand eight hundred and 
seventy-two. [Signed.] Anson S. Wood, 

[l. S.] Deputy Secretary of State. 

Chapter 44. 
an act to amend the charter of the united states 
life insurance company in the city of new 
york, passed march 3i, 1882, three-fifths 
being present. 

The People of the State of New York, represented in 
Senate and Assembly, do enact as follows : 

Section i . Whenever the aggregate of the guarantee 
capital and scrip certificates of the United States Life 
Insurance Company in the City of New York shall 
amount to the sum of four hundred and forty thousand 
dollars, the further issue of scrip shall cease, and the 
board of directors of said company shall call in all scrip 
certificates for the purpose hereinafter stated. Written 
or printed notice of such call shall be served upon each 



450 United States Life Insurance Company. 

holder of said scrip, by mailing the same addressed to the 
holder thereof, at his last known place of business or 
residence and prepaying the postage thereon. Proof by 
aflSdavit of such service, by mailing and prepaying of 
postage, shall be sufl&cient evidence thereof in any court 
or proceeding. Interest on said scrip certificates shall 
cease three months after service of such notice, or upon 
previous surrender of the scrip. Said scrip certificates 
may be surrendered by the respective holders thereof at 
the company's principal office in the City of New York, 
and upon such surrender the said certificates shall be can- 
celed and certificates of guarantee capital shall be issued 
in lieu thereof, and it shall be allowable to issue certifi- 
cates for fractional shares of guarantee capital in exchange 
for scrip certificates for like amounts; whereupon the 
guarantee capital shall consist of said amount of four hun- 
dred and forty thousand dollars, and the holders of said 
guarantee capital may be allowed interest as now pro- 
vided for in the fourth section of article six of the charter 
of said company, but shall not be entitled to, nor receive 
any other or additional rate of interest, nor to any pro 
rata or other share in the net profits, surplus or dividends 
of said company; but thereafter the entire net profits and 
divisible surplus shall be ascertained by the board of 
directors in accordance with the contracts between the 
said company and its policyholders respectively; and 
annually, or once in two or more years thereafter, the 
sums which may be set apart by the said board from such 
net profits or divisible surplus for such purposes shall, in 
the manner provided in said charter, as hereby amended, 
be apportioned among the policyholders entitled to par- 
ticipate therein according to their respective classes and 
the terms of their respective contracts. 

Sec. 2. All parts, terms and provisions of said charter 
not in accord with the provisions of this act, hereby 
cease to such extent to be operative or be in force, and said 
charter is hereby amended according to the provisions of 
this act. 

Sec. 3. This act shall take effect immediately. 



United States Life Insurance Company. 451 



} 



State of New York, 
Office of the Secretary of State. ^ ^^' 

I have compared the preceding with the original law 
on file in this office, and do hereby certify that the same 
is a correct transcript therefrom, and of the whole of 
said original law. 

Given under my hand and the seal of office of the 
Secretary of State, at the City of Albany, this sixteenth 
day of June, in the year one thousand eight hundred and 
ninety-one. Th. E. Benedict, 

[Seal.] Dep. Sec'y of State. 

BY-LAWS. 

1 . The annual election of directors and three inspectors 
for the next succeeding election shall be held at the 
office of the company on the first Monday in March of 
each year, and the election for president and standing 
committees for the ensuing year shall be held at the stated 
meeting next following. All elections for president and 
standing committees shall be by ballot. Any vacancies 
of the officers or committees shall or may be filled by the 
board at their next meeting after the announcement of 
the same, or at any meeting thereafter. 

2. The board of directors shall or may at any stated 
meeting previous to the annual election, appoint three 
as inspectors to preside at said election, as substitutes, in 
case one or more of the inspectors elected shall decline or 
fail to attend. If said meeting shall fail to take place, 
the president shall call a special meeting for the purpose 
aforesaid. Said special meeting shall be held at least 
ten days previous to the holding of said election. 

3. The officers of the company, besides the president, 
shall be a secretary, assistant secretary, an actuary, a 
cashier and a medical examiner, all of whom shall be 
appointed by the board, which shall or may from time to 
time fix their compensation, and whose duties shall be 
such as prescribed by these by-laws, or by resolution of 
the board at any time, and from time to time ; such 
officers shall hold office during the pleasure of the laoard. 



453 United States Life Insurance Company 

The directors may appoint such law ofiScers, clerks and 
agents as they may deem necessary. 

4. The stated meetings of the board of directors shall 
be held on the second Tuesday of March, June, Septem- 
ber and January, at the office of the company, at i o'clock 
in the afternoon of such days, or at such hour as the 
board may appoint and fix by resolutions previously 
passed. 

5. At all stated meetings the following shall be the 
order of business, viz. : 

ORDER OF BUSINESS. 

I. Calling the roll of members. II. Reading the 
minutes of the last meeting. III. Reading summary of 
the proceedings of the several standing committees. 
IV. Report of the finance committee. V. Report of 
the committee on losses. VI. Report of the auditing 
committee. VII. Report of special committees. VIII. 
Communications, resolutions, notices, etc. IX. Unfin- 
ished business. X. Elections. 

6. The president may call a special meeting of the 
directors, in his discretion; he shall also call a special 
meeting whenever five of the directors shall request him 
in writing to do so. All special and stated meetings 
shall be called by a written or printed notice to each 
director, but no business shall be taken up or sanctioned 
at a special meeting except that referred to in said notice, 
unless with the consent of a majority of the whole board, 
expressed by their votes at such meeting. 

7. Seven directors shall constitute a quorum for the 
transaction of business. 

8. Vacancies in the board of directors shall be filled 
at any regular meeting after such vacancy is announced 
to the board and a nomination has been made. Notice 
of such intended election shall be inserted in the call 
issued to the directors for the meeting. 

9. There shall be the following standing committees, 
all of which, with the aid of the secretary of the company, 
when requested, shall keep a record of their proceedings, 
to be submitted at each regular meeting of the board, and 



United States Life' Insurance Company. 453 

a majority of each shall constitute a quorum. First: A 
finance committee. Second: A committee on claims. 
Third : An auditing committee. 

Each committee shall make such regulations and adopt 
such by-laws, not inconsistent with the charter or by- 
laws of this company, and in regard to their own govern- 
ment, as they may elect. 

10. The finance committee shall consist of four 
directors besides the president, any three of whom shall 
constitute a quorum for the transaction of business. They 
shall hold regular meetings at least once every week ; 
shall superintend and direct all the extra payments not 
duly authorized by the board or its committees, and the 
investment of the funds of the company ; and examine 
quarterly the assets and securities of the company, and 
report to the board. 

11. The committee on claims shall consist of three 
directors and the president. It shall be the duty of this 
committee to examine the papers or proofs of losses ; to 
fully investigate all claims respecting the same and report 
at each stated meeting the amount of loss, if any, and all 
claims pending, if any ; but no loss shall be paid unless 
at least a majority of this, committee shall concur, with- 
out directions from the board. 

12. The auditing committee shall consist of three 
directors, to whom shall be referred for examination the 
several monthly reports of all receipts and payments on 
account of this company. They sha^l audit all accounts 
and bills, and the current expenses of the company. 

13. It shall be the duty of all standing committees to 
convene at the call of the president, and regular minutes 
of all their proceedings shall be kept by the secretary 
and engrossed in a book kept for that purpose, and a 
summary of such proceedings shall be read at the next 
meeting of the board of directors. Reports of all com- 
mittees shall be in writing and signed by such members 
thereof as concur in such report. In case at the time of 
which any standing committee may be called to meet 
there be no quorum, the president may call in one or more 



454 United States Life Insurance Company. 

directors sufficient to fill up or make tlie required quorum 
of the committee (a quorum of all committees to consist of 
a majority of the whole number thereof) and such 
directors shall for that particular occasion constitute the 
particular committee. 

14. In the absence or disability of the president, the 
chairman of each of the standing committees ( each having 
priority, in the absence or disability of either, among 
themselves in the order in which such committees are 
named above) shall act as president pro tempore, and 
shall perform all the duties of president during his absence 
or disability. 

15. The president shall, if present, preside at all 
meetings of directors; he shall be ex-officio member 
of all standing committees, except the auditing com- 
mittee; he shall also attend the meeting of any special 
committee when requested by the chairman. The presi- 
dent shall have the general direction and superintendence 
of the affairs and of the officers of the company; he shall 
have the custody of the assets, securities, and other prop- 
erty of the company; and in all cases in which the duties 
of the subordinate officers and agents of the company are 
not specially prescribed by its by-laws, or by a resolu- 
tion of the board, they shall obey the orders and instruc- 
tions of the president. The seal of the corporation shall 
be under the exclusive charge of the president, who shall 
have the power to affix the same to, and to sign satisfac- 
tions of mortgages, leases, and other instruments required 
to be executed by the company, subject to and in accord- 
ance with the instructions of the board of directors. 

16. It shall be the duty of the secretary of the com- 
pany to provide all necessary and proper books of account; 
to have the clerical supervision of the same ; see that 
just, true and correct cash, check, bank and other 
suitable books are kept, particularly of all moneys 
received, deposited, drawn and disbursed ; for what and 
of whom received ; for what and to whom paid ; and of 
the registering and canceling of policies, and of all in- 
vestments, securities, assets and amounts necessary to a 



United States Life Insurance Company. 455 

clear and distinct exhibition of the business and affairs of 
the company, which shall at all times during business 
hours be open to the examination of the board or of any 
director ; to be present at all meetings of the board of 
directors (unless otherwise directed by the board), and to 
keep full minutes of the proceedings, and to engross the 
same in a book kept for that purpose ; to give written or 
printed notice of all meetings of the board of directors to 
each director, which notice shall be delivered personally, 
or be mailed at least three days before each meeting, and 
of all meetings of the various standing and special com- 
mittees, required by the by-laws or otherwise, to each 
member thereof ; to furnish the chairman of the appropri- 
ate committee with a copy of any resolution requiring 
action, with the names of the committee, on the day on 
which such resolutions shall have been passed ; and to 
perform such other duties as may be, required by the 
board of directors or the president. 

17. The assistant secretary during the absence or 
disability of the secretary shall act as secretary, and shall 
perform all the duties of secretary during the latter' s 
absence or disability, and he shall also at all times per- 
form such duties as may be designated and prescribed by 
the president, or by resolution of the board. 

18. It shall be the duty of the actuary to make calcu- 
lations and tables for the present and future use of the 
company, on such principles as may be adopted by 
the board ; to prepare the periodical statements required 
by our own and other states; collect and arrange useful 
data, books, documents, tables and ofiScial statements 
upon the business of life insurance and annuities fo^ the 
use of the company; to confer, whenever requested, with 
the president and committees; to make reports and com- 
munications, and to perform such other appropriate acts 
as may be required by the board, its committees, or* the 
president. During the absence or disability of the secretary 
and assistant secretary the actuary shall act as secretary 
with like powers and duties as are prescribed for secre- 
tary by the by-laws. 



456 United States Life Insurance Company. 

19. It shall be the duty of the cashier to keep all the 
accounts, and make all such statements thereof as may 
be required by the board, and make true- entries of all 
cash, checks and securities received; and also of moneys 
drawn, paid out or disbursed, and take receipts for the 
same; of whom and for what received; to whom and for 
what paid; and an accurate account of investments, secu- 
rities and assets, which shall be open at all times to the 
examination of the board or any director. 

20. It shall be the duty of the medical examiner to 
attend at the office daily, at hours to be fixed by the 
president of the board, and examine persons presenting 
themselves as applicants for insurance, and in case of his 
inability to attend he shall provide a suitable substitute 
for the time being ; to keep in books prepared for that 
purpose, full and minute particulars of such examination, 
and report the same, with his opinion, to the president ; 
to confer with the committees when required ; to aid the 
president in the preparation of rules and instructions in 
his communications and correspondence with medical 
advisers and others, and to perform such other acts as ar,e 
appropriately connected with this office. 

2 1 . The president shall have power to make contracts 
for insurances on life and for annuities, in conformity with 
the rules and regulations of the board for the time being. 
All policies shall be signed by the president or acting 
president, and attested by the secretary, assistant secre- 
tary or actuary. And all receipts of premium or other 
payment to this company, to be valid, must be signed by 
the president, secretary, assistant secretary or actuar5^ 
Permits or other variation of the express terms of any 
policy must be in writing, signed by both the president 
and secretary, or president and actuary. 

22. Whenever policies are to be purchased by the 
officers, on surrender, the actuary or his assistant shall 
first ascertain their value by the standards fixed by the 
company an attach the said value to the policy duly 
certified, which sum shall, in all ordinary cases, govern 
the officers in said purchase. Whenever, from extra- 



United States Life Insurance Company. 457 

oi^dinary causes, and departure is made from the usage of 
the company, the president shall report the same, and 
his action thereon, to the finance committee, and its 
action thereon shall be duly reported on its minutes. 

23. No policy shall be issued on any single life for a 
greater amount than twenty-five thousand dollars, except 
by approval of the finance committee. 

24. All the books and papers of the company shall be 
kept in the office of the company. They shall not be 
removed from the oflSce of the company, nor shall any 
copy of any part or parts thereof be furnished to any 
person or persons, except in either case upon previous 
authorization and- permission by resolution of the finance 
committee, or of the board of directors. Provided, how- 
ever, that this by-law shall not prevent personal 
examination of the books and papers by the regular 
counsel of the company, nor prevent the production of 
cppies or original of any books and papers of the com- 
pany when the company is required to produce the same 
under due compulsion of law. 

25. All moneys belonging to the company shall be 
deposited in such banks or trust companies as shall be 
designated by resolution of the board of directors, to the 
credit of the company, and drawn only on the joint 
checks or drafts of the president or acting president, and 
countersigned by the secretary or assistant secretary, and 
payable to the order of the person entitled to receive the 
money. All investments of stock shall be made in the 
name of ' 'The United States Life Insurance Company in 
the City of New York." 

26. Separate books of transfer shall be kept in which 
every transfer of shares of guarantee capital shall be 
entered by the person entitled to make such transfer, or 
his special attorney; but in every transfer the certificate 
formerly issued shall be delivered up, and canceled by 
the person making the transfer, before a new certificate 
or certificates shall be issued. All such certificates shall 
be signed by the president and secretary ; no certificate shall 
be signed by either of said ofl&cers, in blank, at any time. 



458 United States Life Insurance Company. 

27. If any person claim a certificate of share of tne 
guarantee capital of this company, to be issued in lieu of 
one lost or destroyed, he shall make an affidavit of the 
fact and state the circumstances of the loss or destruction; 
and he shall advertise in one or more of the public news- 
papers of the City of New York, to be designated by the 
president, for the space of six weeks, an account of the 
loss or destruction, describing the certificate, and calling 
upon all persons to show cause why a new certificate 
should not issue in lieu of that lost ; and he shall trans- 
mit to the company his affidavit and the advertisement 
before mentioned, and give to the company a satisfactory 
bond of indemnity, with one or more sureties if required, 
in double the amount of the certificate so lostj against 
any damage that may arise from issuing a new certificate ; 
whereupon the president shall, six months after the notice 
by advertisement, as aforesaid, issue a new certificate, of 
the same number and tenor with that said to be lost or 
destroyed, and specifying that it is in lieu thereof 

28. No paper, circular, notice, prospectus or the like 
shall be published for public use and general circulation, 
nor permitted to be so published, in the name of the 
company, by any officer or agent thereof, unless the same 
be first approved by the president. Copies of the same 
shall, whenever practicable, be placed on file at the office 
of the company in the City of New York. 

29. No amendment to these by-laws shall be made 
unless notice stating the proposed amendment shall have 
been given at least one month previous to the meeting at 
which the action of the board shall be held thereon, nor 
shall any alteration be made after such notice, unless in the 
notices for such meeting it shall be stated that an amend- 
ment is proposed to be made to the by-laws, nor unless a 
majority of the whole board shall be present. 



Vermont Life Insurance Company, 459 



CHARTER AND BY-LAWS OF THE VERMONT 
LIFE INSURANCE COMPANY. 

It is hereby enacted by the General Assembly of the 
State of Vermont. 

Section 1. Torrey E. Wales, Lemuel B. Piatt, 
Samuel Huntington, James A. Shedd, Russell S. Taft, 
Rodney S. Wires, Nathaniel Parker, Jo. D. Hatch, 
George F. Edmunds, Omri A. Dodge, F. C. Kennedy 
and Lawrence Barnes, and all others who may become 
associated with them as stockholders, in the manner 
hereinafter provided, their successors and assigns, be 
and they hereby are created and made a body politic and 
corporate, for the purpose hereinafter named, by the 
name of the Vermont Life Insurance Company, and by 
that name shall be and hereby are empowered to pur- 
chase, have, hold, possess and enjoy to themselves and 
their successors, lands, tenements, hereditaments, goods, 
chattels and effects of every kind, and the same to grant, 
alien, sell, invest and dispose of, to sue and to be sued, 
plead and be impleaded in all courts of justice, to have 
and use a common seal, and the same to change and re- 
new at pleasure, and to ordain and put in execution such 
by-laws and regulations as they may deem proper for 
the well-ordering and government of said corporation 
and the transaction of its business ; provided, they be 
not repugnant to the laws of the United States or of 
this State, or to the provisions of this act of incorpora- 
tion ; but the assets of said company, except real estate, 
shall not be liable to taxation so long as the known and 
contingent liabilities of said company shall exceed its 
assets. 

Sec. 2. The capital stock of said corporation shall 
be divided into shares of twenty-five dollars each, which 



460 Vermont Life Insurance Company. 

shall be personal propertj', transferable on the books of 
the company in conformity with its by-laws ; and shall 
not exceed the sum of five hundred thousand dollars. 
Said corporation shall be organized whenever fifty thou- 
sand dollars of the capital stock thereof shall be sub- 
scribed and paid in, in current money of the United 
States ; and whenever said sum of fifty thousand dollars 
shall have been paid in, as aforesaid, and the company 
fully organized, said company may commence business 
under tliis act ; provided, that no stockholder shall be 
liable to said corporation for any claims against the 
same, nor shall the stockholders, or any of them, be 
liable in any event beyond the amount of their stock 
owned by them respectively, for any losses whatever, 
but in case of fraud or a violation of this charter, the 
person or persons guilty thereof shall be personally 
liable to said corporation or to the insured, as the case 
may be. 

Sec. 3. Said corporation is authorized and em- 
powered to make insurance upon the lives of individuals 
and to make contracts upon anj' and all conditions ap- 
pertaining to or connected with life risks of whatever 
kind or nature, and to grant, purchase or dispose of 
annuities ; and policies ma}' be issued, stipulated, to be 
with or without participation in profits. 

Sec. 4. The olifice of said company shall be located 
in the city of Burlington, and the affairs of said corpo- 
ration shall be managed and conducted by nine direct- 
ors — a majority of whom shall reside in this State — to 
be chosen by ballot from among and by the stockholders 
and policy holders. No person shall be elected a direct- 
or unless he shall be the bona fide owner of forty shares 
of the capital stock of said company, or be an insurer in 
said company by a life policy paying premium to said 
company of at least one hundred dollars annually. 

Sec. 5. The persons named in the first section of 
this act shall be the first directors of said company, and 
shall hold their office until the third Tuesdaj' in Janu- 
ary, A. D. 1870, and until their successors shall be 



♦ 
Vermont Life Insurance Company. 461 

elected. The annual meeting of said company for the 
choice of directors, after the year of our Lord 1869, shall 
be held on the third Tuesday of February in each year, 
and the directors so chosen shall hold office for three 
years, and until their successors shall be elected. Any 
vacancy occurring in the Board of Directors may be 
filled by the board. Every election of directors shall 
be by ballot, and a plurality of votes shall elect. No- 
tice of the annual meetings of said company shall be 
given in a daily newspaper published in said city, at 
least ten days prior thereto. 

Sec 6. Every stockholder shall be entitled to one 
vote for directors, for each year and every share of the 
capital stock standing in his name on the books of the 
company, and any person insured for life paying a pre- 
mium of at least fifty dollars per annum, or entitled to an 
annuity of not less than fifty dollars per annum, shall be 
in like manner entitled to one vote, and it shall be law- 
ful for any member of the company, possessing the right 
to vote, to do so by proxy, duly authorized in writing. 

Sec. 7. Five directors shall constitute a quorum for 
the transaction of business ] but a less number may meet 
and adjourn, from time to time, until a quorum is present. 

Sec. 8. The directors may choose a President and 
Vice President (of their own number) of said corpora- 
tion, and appoint a Secretary and such other officers, 
clerks and agents, and establish such agencies in this 
State and elsewhere, as shall by them be deemed advis- 
able for conducting the business of the company, fix 
their compensation, and take bonds from any or all of 
them, for the faithful performance of their respective 
duties, and make such covenants and agreements as 
may be deemed necessary. The President and Vice 
President may hold their office for one year, and until 
others are chosen to supply their places, but the other 
officers and servants of said company may be removed 
and new ones appointed at the pleasure of the directors. 
In the absence or disability of the President, the Vice 
President shall preside, and if both are absent or dis- 
abled, the directors may choose a President pro tempore. 



462 Vermont Life Insurance Company. 

Sec. 9. All policies of insurance or other contracts 
authorized by this act may be made with or without the 
seal of said corporation and shall be signed by the Pres- 
ident and Secretary, and being so signed and executed 
shall be binding and obligatory upon said corporation, 
according to the true intent and meaning of such poli- 
cies and contracts. The Board of Directors may regu- 
iate the amount of premiums and the mode and manner 
of the pa5mTent of the same, and they shall possess all 
the powers usually vested in Boards of Directors, and 
not inconsistent with this charter, or the laws of this 
State or of the United States. 

Sec. 10. The holders of the capital stock shall be 
entitled to semi-annual dividends not exceeding three (3) 
per cent ; the first payment of such dividends to be made 
at the expiration of six months from the date of the issue 
of the first policy by the company. 

Sec. 11. After the current expenses, losses and div- 
idends provided for in the preceding section, are ascer- 
tained for each year and paid, and an edequate provision 
made for outstanding policies, the profits, if any, shall 
be divided among the stock and policy-holders in such 
proportion and under such rules and regulations as may 
be prescribed by the by-laws of the corporation. 

Sec. 12. The fiscal year of the company shall com- 
mence on and with the first day of January, and shall 
terminate on and with the thirty-first day of December, 
of each and every year. 

Sec. 13. The Board of Directors may, for the bene- 
fit of the company, purchase all policies of insurance and 
other obligations issued by the company ; and may also 
extinguish by purchase all claims and demands of policy 
holders of everj' kind and nature. 

Sec. 14. To carry out the provisions of this act, and 
to organize the said corporation, thepersons namedin the 
first section of this act be, and they hereby are appointed 
commissioners for the purpose of receiving subscriptions 
to the capital stock thereof, and the payment of the same, 
and whenever the sum of fifty thousand dollars shall 



Vermont Life Insurance Company. 463 

have been subscribed for and paid, the directors herein 
named in this act shall organize by the choice of a Presi- 
dent, Vice President, and Secretary. And the capital 
stock may be increased at the pleasure of said corpora- 
tion to an amount not exceeding the sum of five hundred 
thousand dollars, in the manner prescribed by the said 
corporation. 

Sec. 15. Said corporation shall make a return to 
the Legislature of this State in the month of January in 
each year, and transmit a full, true and exact statement, 
under oath of the President and Secretary, of all their 
affairs, including investments, losses, expenses and any 
further information which the Legislature shall require. 

Sec. 16. This act shall take effect from its passage, 
and shall be under the control of future Legislatures to 
alter, amend or repeal, as the public good or the inter- 
est of said corporation may require. 

Approved, October 28, 1868. 

THE CHARTER HAS BEEN AMENDED AS 
FOLLOWS. 

Sec. 4. At each election of directors of said com- 
pany hereafter held, there shall be elected three mem- 
bers in each class, instead of eight as provided by an 
act approved November 22, 18Y0, and the directors 
whose terms expired at the annual meeting of said cor- 
poration in 1892, shall hold office until the annual meet- 
ing to be held January 20, 1893, when their successors 
shall be duly elected, and it is hereby provided that a 
majority of the Board of Directors shall be stockholders 
of said company ; one class to hold office for the terra of 
one year, one class for the term of two years, and one 
class for the terra of three years. 

Approved, October 26, 1892. 

Sec. 15. The stock of any stockholder of The Ver- 
mont Life Insurance Company, incorporated under the 
Act approved October 28, 1868, shall stand chargeable 
with the debts of such stockholder to said corporation ; 



464 Vermont Life Insurance Company. 

and no transfer of such stock shall be valid until the 
person making the same shall have previously dis- 
charged all debts due from him to said corporation. 
Approved, November 20, 1886. 

BY-LAWS. 

1. Directors' meetings shall be held on the third 
Tuesdays of January, April, July and October, at 2 
o'clock P. M., and special meetings of the board may be 
held pursuant to the call of the President. 

2. An Executive Committee of three members of the 
Board of Directors shall be appointed annually in the 
month of January by the board, of which the President 
shall be chairman. The Executive Committee shall have 
charge of all the investments of the company, and shall 
determine the compensation to be paid to the officers 
and clerks of the company, excepting that of the Presi- 
dent, only. All discharges of mortgages, or other con- 
veyances or transfers required to be made in the corpo- 
rate name of the company shall be signed by the Presi- 
dent, who shall order the seal of the company affixed 
thereto whenever required. 

3. An Auditing Committee, consisting of one stock- 
holder and one policy holder, shall be appointed by the 
Board of Directors annually in the month of January, 
who shall audit each annual statement, require the pro- 
duction of all securities and shall prove the accounts 
and verify the cash in office. 

4. One or more physicians to act as a medical coun- 
sel shall be appointed by the Board of Directors, upon 
the recommendation of the President, and they may be 
removed by the board at any time in a like manner. 
One of the medical counsel shall pass upon all appli- 
cations for insurance submitted to him by the President 
or Secretary. 

5. No policy shall be issued for an amount exceed- 
ing twenty-five thousand dollars, and the amount exceed- 
ing ten thousand net liability shall be reinsured before 
the policy in this company be delivered. 



Vermont Life Insurance Company. 465 

6. The President shall preside at the annual meet- 
ing of the stockholders, and at all meetings of the stock 
and policy-holders, and Board of Directors, and in his 
absence the Vice President shall act. 

7. The President shall manage the business of the 
company; shall, in connection with the Secretary, sign 
all checks, drafts and policies of insurance, shall have 
general supervision of the properties, office and agency 
affairs of the company not inconsistent with its charter 
and by-laws, and shall present at each meeting of the 
directors in April, July and October a statement of the 
business affairs of the company for the preceding quarter. 

8. The Secretary, under direction of the President, 
shall have general oharge of the details and the manage- 
ment of the office affairs of the company, shall have 
charge of the books and accounts, and it shall be his 
duty to see that all entries of receipts and disbursements 
are properly made, shall attend the meetings of the . 
stockholders and stock and policyholders, and all meet- 
ings of the Board of Directors ; shall keep a record of 
the proceedings in books prepared for that purpose, 
shall have charge of the official seal of the company, and 
shall affix the same to all documents requiring it, when- 
ever directed by the President. 

9. These by-laws maybe altered at any regular meet- 
ing, or at a special meeting called for that purpose. 



466 Washington Life Insurance Company. 



CHARTER AND BY-LAWS OF THE WASHING- 
TON LIFE INSURANCE COMPANY. 

Incorporated January, i860, under an act of the legisla- 
ture of the State of New York, entitled ' 'An Act to 
provide for the incorporation of Life and Health Insur- 
ance Companies," passed June 24, 1853, ^^d. the act 
of said legislature amendatory thereof, passed July 
18, 1853. 

ARTICLE I. 

OF THE NAME OP THE COMPANY. 

The name of the company shall be "The Washington 
Life Insurance Compan5^" 

ARTICLE II. 

OF THE PLACE WHERE THE COMPANY IS TO BE LOCATED. 
The company shall be located, and its principal place 
of business shall be, in the City of New York. 
ARTICLE III. 

OF THE KIND OF BUSINESS TO BE UNDERTAKEN. 

Section i . The kind of business to be undertaken by 
the company shall be, ' 'to make insurance upon the lives 
of individuals, and every insurance appertaining thereto 
or connected therewith, and to grant, purchase, or dispose 
of annuities." 

Sec. 2. (Amended 1863, to read as follows): The 
insurance business of the company shall be conducted 
upon the principle of giving to policyholders an interest 
in the profits of the company, as hereinafter provided, 
unless otherwise expressly agreed between the company 
and the assured. 

Sec. 3. The company may purchase, for its own ben- 
efit, any policy of insurance or other obligation of the 



Washington Life Insurance Company. 467 

company growing out of its business, and also any claims 
of policyholders for profits. 

ARTICLE IV. 

OF THE MODE AND MANNER IN WHICH THE CORPORATE 
POWERS ARE TO BE EXERCISED. 

Section i. The corporate powers of the company 
shall be vested in a board of directors, and shall be 
exercised by such board, and by such officers and agents 
as the board may appoint and empower. The board ot 
directors shall consist of forty-eight persons, a majority 
of whom shall be citizens of the State of New York, 
and each of whom shall own and hold, in his own right, 
at least ten shares of the capital stock of the company. 

Sec. 2. The board of directors shall have power to 
provide, by by-law, what number of the directors less 
than a majority, but not less than seven, shall constitute 
a quorum of the board for the transaction of business; 
and until the board shall so provide, any number not less 
than seven shall constitute such quorum. 

Sec. 3. The board of directors shall have power to 
determine the rates of premium for insurance, and the 
amount that may be insured on any one life, and shall 
also have power to make and prescribe such by-laws, 
rules and regulations for the transaction of the business 
of the company, not inconsistent with law or this char- 
ter, as may be deemed expedient, and the same to alter, 
suspend, repeal, or add to, at pleasure: provided, how- 
ever, that no by-law shall be abrogated, nor shall any 
new by-law be adopted or prescribed, except by the vote 
of a majority of the directors present at two successive 
meetings of the board. 

Sec. 4. The board of directors shall also have all other 
powers usually vested in boards of directors or trustees 
of life insurance companies, not inconsistent with this 
charter, or the constitution or laws of the State of New 
York. 

Sec. 5. The board of directors may at any time accept 
and exercise all or any additional powers or privileges, 
not inconsistent with this charter, which any life insur- 



468 Washington Life Insurance Company. 

ance compan5% formed under the aforesaid acts of the 
legislature of the State of New York, is now, or here- 
after may be, authorized by law to exercise. 

ARTICLE V. 

OF THE MANNER AND TIME OF ELECTING DIRECTORS 
AND OFFICERS. 

Section i . The following persons shall constitute the 
first board of directors of the company, to wit: 

Robert B. Minturn, George Griswold, Jr., Roland G. 
Mitchell, Frederick G. Foster, William H. Newman, 
Frederick Tracy, William H. Aspinwall, Henry W. Peck, 
George N. Lawrence, Thomas H. Faile, Louis F. Bat- 
telle, James Punnett, Levi P. Morton, Effingham Town- 
send, Cleayton Newbold, William F. Mott, Jr., Abiel A. 
Low, Marshall Lefierts, Gustav Schwab, Wellington 
Clapp, Merritt Trimble, Leopold Bierwirth, George A. 
Robbins, Robert R. Willets, Cyrus Curtiss, James B. 
Johnston, David Wagstaff, Abraham Bininger, David S. 
Egleston, Henry S. Fearing, John Caswell, Arthur F. 
Willmarth, Thomas Hope, Ellwood Walter, Benjamin 
W. Bonney, Franklin F. Randolph, Frederick W. Macy, 
Andrew V. Stout, Henry Swift, David A. Wood, Jere- 
miah C. Garthwaite, Newark, N. J.; Frederick Wood, 
Bridgeport, Conn.; Frederick Croswell, New Haven, 
Conn.; Matthew Mitchell, Hudson, N. Y.; Charles M. 
Jenkins, Alban)^, N. Y.; Benjamin F. Ray, Utica, N. Y.; 
Thomas B. Fitch, Syracuse, N. Y. ; George R. Babcock, 
Buffalo, N. Y. 

And they shall hold office until their successors shall 
be elected or appointed pursuant to the provisions herein 
contained; and in case any or either of the above-named 
persons shall decline to serve as directors or director, or 
shall prove to be ineligible to the office, the vacancies or 
vacancy so occasioned may be filled by the remaining 
directors, acting as a board. 

The first board of directors shall, immediately after 
the organization of the company, be divided b}' lot into 
three equal classes. The term of office of the first class 



Washington Life Insurance Company. 469 

shall expire at the end of one year from the first Tuesday 
in April, i860; that of the second class, at the end of 
two years from the same date; and that of the third 
class, at the end of three years from the same date; and 
on the first Tuesday in April, 1861, and annually there- 
after, directors, to the number of one-third of the whole 
nu.mber, shall be elected to fill the places of those whose 
term of office shall then expire; and the directors so 
elected shall hold ofiice for three years; and in case of a 
failure to elect on the day herein specified for such elec- 
tion in any year, the directors, whose regular term of 
office does not then expire, shall have power, acting as 
a board, to appoint directors to fill the vacancies occa- 
sioned by such failure to elect. 

Sec. 2. Every election for directors shall be held at 
the office of the company, at such hour of the day as the 
board shall direct, and notice thereof shall be given by 
publication at least twice in each week in two daily 
newspapers printed and published in the city of New 
York, for not less than two weeks immediately preceding 
the day of election. 

Every election for directors shall be by ballot, and a 
plurality of votes shall be cast. 

Sec. 3. The board of directors, previous to each annual 
election, shall appoint three inspectors of such election; and 
in case any or either of the inspectors so appointed shall 
decline to act, or fail to attend at the appointed time and 
place of election, the president or vice-president of the 
company may appoint inspectors to fill the places of 
those who shall so decline or omit to act. 

Sec. 4. The board of directors may, at the meeting 
next preceding any annual election, and after giving 
notice at the previous meeting of the board, provide for 
diminishing the number of directors to not less than 
twenty-one; and afterwards, in like manner, for increas- 
ing their number to not exceeding forty-eight; and in 
such case, one-third of the total number, as thus dimin- 
ished or increased, shall be elected annually, in the same 
manner as herein provided in regard to the original forty- 



470 Washington Life Insurance Company. 

eight directors; and the same powers and authority shall 
vest in said board of directors, thus diminished or in- 
creased, as are herein provided in regard to the first forty- 
eight directors. 

Sec. 5. At every election for directors, each stock- 
holder shall be entitled to one vote, in person or by proxy, 
for each and every share of the capital stock of the com- 
pany owned and held by him in his own name and right, 
for not less than twenty days immediately preceding such 
election. 

Sec. 6. The board of directors shall, immediately after 
the organization of the company, and afterwards at the 
first meeting of the board after each annual election of 
directors, elect from their own number a president and 
vice-president of the company, who shall respectively 
hold oflSce for the term of one year, and until their suc- 
cessors shall be elected. The board may also, at any 
time, appoint a president and vice-president to act tempo- 
rarily, when said officers respectively shall be absent or 
unable to act. 

Sec. 7. The board of directors shall also have power 
to appoint, at any time, a secretar}', and such other 
officers, clerks and agents, for carrying on the business 
of the company, as the board shall deem expedient and 
proper, and the same to remove at pleasure, and to 
appoint or substitute others in their stead. 

ARTICLE VI. 

OF THE MANNER OF FILI.ING VACANCIES. 

Section i. Directors shall be re-eligible, and vacan- 
cies occurring in the board in the intervals be tween elec- 
tions may be filled by the board for the unexpired terms, 
in such manner as shall be provided by the by-laws of the 
company. 

Sec. 2. The board of directors shall have power to fill, 
by appointment, any vacancy occurring in the ofiice ot 
president or vice-president, until the annual election next 
after such appointment. 



Washington Life Insurance Company. 471 

ARTICLE VII. 

OF THE AMOUNT OF CAPITAI. TO BK EMPLOYED, AND 

PROVISIONS RELATING TO THE 

CAPITAL STOCK. 

Section i. The amount of the capital stock of the 
company shall be one hundred and twenty -five thousand 
dollars, divided into shares of fifty dollars each, which 
shall be personal property, and transferable on the books 
of the company, according to law and the by-laws of the 
company. 

Sec. 2. (Amended 1863, to read as follows): The 
holders of the said capital stock shall be entitled to a 
semi-annual net dividend, out of the earnings of the 
company, of (but not exceeding) three and one-half per 
cent on the amount of stock held by them respectively, 
payable on and after the first days of February and 
August in every year, without deduction; said payment 
commencing with the first day of August, 1863. 

Sec. 3. The five persons following, viz: — ^James Pun- 
nett, Cyrus Curtiss, Thomas H. Faile, Benjamin W. 
Bonney, and Cleayton Newbold, are hereby appointed 
commissioners to open books of subscription to the capi- 
tal stock of the company, and they shall give at least 
three days' notice, by advertisement, in two daily news- 
papers printed and published in the city of New York, 
of the time and place at which said books will be opened; 
and they shall keep such books open until the full 
amount of one hundred and twenty-five thousand dollars 
is subscribed. A majority of the said commissioners 
may perform these duties. 

Sec. 4. The board of directors shall have power, in 
its discretion, to increase the capital stock of the com- 
pany to an amount not exceeding five hundred thousand 
dollars, and for that purpose, to provide by resolution 
for the subscription and issue of additional stock to an 
amount not exceeding three hundred and seventy-five 
thousand dollars, in like shares of fifty dollars each, 
payable in cash. 



472 Washington Life Insurance Company. 

ARTICLE VIII. 

OF OTHER PAHTICULARS MAKING MANIFEST THE OBJECTS 
AND PURPOSES OF THE COMPANY AND THE MAN- 
NER IN WHICH IT IS TO BE CONDUCTED. 

Section i. (Amended 1863, to read as follows): The 
company, within sixty days next after the expiration of 
five years from the first day of January, 1861, and within 
the first sixty days next after the expiration of every 
subsequent period of five years, shall cause a general 
statement to be made of the afi'airs of the company, 
which shall exhibit the amount of the then remaining 
net profits of the company, after allowing a sufficient 
amount to re-insure all outstanding risks, and to cover 
all other obligations. The whole amount of the net 
profits, so ascertained as above provided, shall be credited 
to the account of the policyholders, entitled to participate 
in the profits, which shall be apportioned among them, 
and paid or applied in such manner and at such times 
as the board of directors may deem equitable, and from 
time to time provide. 

Sec. 2. In case of the non-payment, when due, of any 
premium on any policy of insurance issued by the com- 
pany, or in case of the violation of any other condition 
of the policy, such policy, and all previous payments 
made to the company on account thereof, shall, at the 
option of the board of directors, be forfeited to the com- 
pany; but such forfeiture shall not affect the ripht of the 
holder of such policy to any profit that may have been 
previously credited to such holder. 

Sec. 3. The fiscal year of the company shall commence 
on and with the first day of January, and shall terminate 
on and with the thirty-first day of December, of each and 
every year. 

BY-LAWS. 



ARTICLE I. 

MEETINGS. 
Stated meetings of the board of directors shall be held 
quarterly, at the office of the companj^, on the third 



Washington Life Insurance Company. 473 

Tuesdays of January, April, July and October of each 
year. Special meetings may be called by the president 
or vice-president, and also by any standing committee or 
by any three directors. The purpose and object of every 
special meeting shall be stated in the call or notice for 
such meeting, and no other business shall be passed upon 
at such meeting except that referred to in said notice, 
unless with the unanimous consent of the directors 
present at such meeting. On the second Tuesday of 
April, 1861, and annually thereafter, a meeting of the 
board shall be held at the ofl&ce of the company for the 
election of president and vice-president. Written or 
printed notice of all stated and special meetings of the 
board of directors shall be given to each resident director. 
ARTICLE II. 

COMMITTEES. 

At the meeting of the board adopting these by-laws, 
or at the next subsequent meeting, and afterwards at 
each annual meeting for the election of president and 
vice-president, the following standing committees shall 
be appointed by the president, subject to the approval of 
the board, and they shall hold office until their successors 
are appointed: 

I — An executive committee to consist of six members, 
besides the president; 2— A finance committee to consist 
of six members, besides the president; 3 — An insurance 
committee to consist of six members, besides the presi- 
dent; 4 — An auditing committee to consist of three mem- 
bers. 

A majority of any committee shall be a quorum for 
the transaction of business. Regular minutes of the pro- 
ceedings and resolutions of the standing committees shall 
be kept in books provided for that purpose, and shall be 
read at the next stated meeting of the directors when 
called for. Every report of a standing committee, not 
entered on the minutes, shall be in writing and signed by 
the members of the committee assenting thereto. All 
the standing committees shall convene on the call of the 
president. 



474 Washington Life Insurance Company. 

ARTICLE III. 

EXECUTIVE COMMITTEE. 
It shall be the duty of the executive committee to fix 
and regulate all salaries and fees of the officers and 
employes (except agents) of the company, subject to the 
approval of the board; to take cognizance of any business 
which may be referred to them by the president, and 
generally to advise and consult with him on all matters 
not specially confided to the other committees. 

ARTICI.K IV. 

FINANCE COMMITTEE. 

It shall be the duty of the finance committee to super- 
intend the finances and investments of the company, and 
to consult and advise with the president in all matters 
connected with the finances of the corporation. 

ARTICLE V. 

INSURANCE COMMITTEE. 

The insurance committee shall, in connection with the 
officers of the company, determine the rates of the 
premium for insurance, and shall consult and advise with 
said officers in all matters relative to insurance, and, 
when required by the officers or the board, shall assist in 
the settlement of claims for losses. They shall also con- 
sult and advise with, and assist the officers in all matters 
relative to agencies, including the appointment, control 
and removal of agents, and the fixing of their compensa- 
tion. 

ARTICLE VI. 

AUDITING COMMITTEE. 

The auditing committee shall examine and audit every 
quarterly statement submitted to the board. 

ARTICLE VII. 

OFFICERS. 

The officers of this company shall consist of a presi- 
dent, vice-president, secretary and actuary; and the 
board may appoint one or more physicians and such law 
offi.cers as they may deem expedient and proper. 



Washington Life Insurance Company. 475 

ARTICLE VIII. 

PRESIDENT. 

The president shall, if present, preside at all meetings 
of the directors; he shall be ex-oflficio member and chair- 
man of all standing committees, except the auditing com- 
mittee; he shall also attend the meetings of any special 
committee when requested by the chairman; he shall have 
the general direction and superintendence of the affairs 
of the company, and shall, at each stated meeting, pre- 
sent a report to the board of the affairs of the company 
during the previous quarter; he shall have charge of the 
corporate seal of the company, and shall have the power 
to afl&x the same to such papers and documents as he 
may deem requisite, or as may be required by law. 

ARTICLE IX. 

VICE-PRESIDENT. 

The vice-president shall be invested with and can 
exercise all the powers and functions which are now or 
hereafter may be conferred upon the president by the 
by-laws of the company. 

ARTICLE X. 

SECRETARY. 

The secretary shall attend to the ordinary transactions 
of the company; he shall take charge of the cash funds, 
and keep the accounts of the corporation; he shall issue 
timely notices of all meetings, and in the notices of 
special meetings of the board of directors shall insert by 
whose order they are convened, and for what purpose; he 
shall perform all the acts ordinarily pertaining to the 
oflBce of secretary and cashier, be present at all meetings 
of the board tmless otherwise directed, and also of all 
standing committees, if required, and shall keep full 
minutes of the proceedings and resolutions of such 
meetings in books provided for that purpose. 

ARTICLE XI. 

ACTUARY. 

The actuary shall make all such calculations as to the 
'dividends of the company, also as to the duration of life 



476 Washington Life Insurance Company. 

and the proper rate of premium to be charged for risks to 
be taken by the company, and the value of policies and 
annuities, as shall be required by the president or the 
board of directors, or any committee thereof. It shall 
also be his duty to calculate and prepare from reliable 
sources of information such tables of the value and risks 
of lives and annuities- as may be required for the use of 
the company. 

ARTICLE XII. 

MEniCAL EXAMINER. 

The resident examiner shall attend daily at stated 
hours at the oflBce of the company, to examine all persons 
presenting themselves for insurance, and to report in 
writing upon each case. He may also be consulted upon 
all applications for insurance from abroad, and upon all 
documents relative to claims upon the company caused 
by death of an insured party. 

ARTICLE XIII. 

ATTORNEY. 

It shall be the duty of the attorney or attorneys to give 
such legal advice as may be solicited by the directors, 
committees or officers of the company; to examine all 
titles of property referred to him or them, to report 
thereon and furnish an abstract of title thereof; he or they 
shall be entitled to make for examining titles, etc. , only 
such charges as are usually made by the profession for 
similar services. 

ARTICLE XIV. 

POLICIES LIMITED TO $20,000 EACH. 

No policy shall be issued on any single life for a 
greater sum that twenty thousand dollars. 

ARTICLE XV. 

INSPECTORS. 

At the regular quarterly meeting previous to each 
annual election for directors, or at a special meeting 
called for that purpose, the board shall appoint three 
inspectors to preside at said election. 



Washington Life Insurance Companv. 477 

ARTICLE XVI. 

MONEYS. 

All moneys belonging to the company shall be depos- 
ited in such bank or trust company, to the credit of this 
company, as may be designated by the board, and all 
checks or drafts thereon shall be signed by the president 
and secretary. 

ARTICLE XVII. 

VACANCIES. 

Whenever a vacancy occurs in the board of directors, 
in the intervals between the annual elections, the presi- 
dent may nominate a person to supply such vacancy at 
any stated meeting of the board, and unless objected to, 
the person so nominated shall be deemed a candidate and 
may be balloted for at a subsequent meeting. In case 
any person appointed on any standing or special commit- 
tee shall decline to serve, the president may appoint 
another to fill the vacancy so occasioned. 

ARTICLE XVIII. 

' CONTRACTS FOR INSURANCE, ETC. 

The president and secretary shall have power to make 
contracts for insurance on life and for annuities, in con- 
formity with the rules and regulations of the board for 
the time being. 

ARTICLE XIX. 

TRANSFER OF STOCK. 

The stock of this company shall be transferable only 
on the books of the company at their ofl&ce in the city of 
New York by the shareholders or their legal representa- 
tives on surrender of the certificates or upon satisfactory 
proof of the loss thereof, and, in case of such loss, only 
upon the delivery of a bond of indemnity satisfactory to 
the president of the company. 

ARTICLE XX. 

ORDER OF BUSINESS. 

At all stated meetings the following shall be the order 
of business, viz. : i — Minutes of the last meeting read, 
corrected and approved; 2 — Report of ofiicers of the 



478 Washington Life Insurance Company. 

company; 3-Report of the executive committee; 4- 
Report of the finance committee; 5— Report of the 
insurance committee; 6-Report of the auditing com- 
mittee; 7— Report of special committee; 8— Uther 

business. ^ ,.,^^ 

ARTICLE XXI. 

PROVISIONS IN REFERENCE TO BY-LAWS. 

No by-law shall be abrogated, nor shall any new by- 
law be adopted or prescribed, except by the vote of a 
maiority of the directors present at two successive 
meetings of the board, and written notice of the proposed 
alterations shall be given to each resident director prior 
to the last meeting. 



CHARTERS AND BY=LAWS 

(February 1, 1896.) 



OF 



THIRTY-FIVE LIFE INSURANCE COMPANIES. 



Full Text of the Original Charters, with Amendments Thereto, 
and Complete Copies of the By-laws of the fol- 
lowing Companies: 



^tna, of Hartford, Conn. 

American Union Life, of New York. 

Berkshire, of Pittsfleld , Mass. 

Brooklyn, of New York. 

Connecticut Mutual, of Hartford, 
Conn. 

Equitable, of Des Moines, Iowa. 

Equi'.ablo, of New York. 

German ia, of New York. 

Home, of New York. 

Iowa Life, of Chicago, 111. 

John Hancock, of Boston, Mass. 

Kansas Mutual Life, of Topeka, Kan. 

Manhattan, of New York. 

Massachusetts Mutual, of Spring- 
field, Mass. 

Metropolitan Life, of New York. 

Michigan Mutual, of Detroit, Mich, 

Mutual Benefit, of Newark, N. J. 

MutualLlfe, of New York. 

National, of Montpelier, Vt. 



New England Mutual, of Boston, 
Mass. 

New York Life, of New York. 

Northwestern Mutual, of Milwaukee, 
Wis. 

Pacific Mutual, of San Francisco, Cal. 

Penn Mutual, of Philadelphia, Pa. 

Phoenix Mutual, of Hartford, Conn. 

Provident Life and Trust Company, 
of Philadelphia, Pa. 

Provident Savings Life Assurance 
Society, of New York. 

Prudential Insurance Company of 
America, Newark, N. J. 

Security Trust Company of Philadel- 
phia, Pa. 

Travelers, of Hartford, Conn 

Union Centra], of Cincinnati, Ohio. 

Union Mutual of Portland, Maine. 

United States, of New York. 

Vermont Life, of Burlington, Vt. 

Washington, of New York 



PUBLISHED BY 



A. J. FLITCRAFT, 

609 MAPLE AVE., OAK PARK, ILL., U. S. A. 



PRICE, PER COPY, PREPAID, $5.00. 



Life Insurance Courant. 

Its columns are devoted exclusively to the interests pertaining to level pre- 
mium or legal reserve life insurance, and its representatives. Its aim is to edu- 
cate, develop and uplift toward the best there is, or may be. in American life 
insurance. Published on the first Thursday of each month by A. J. Flitcraft, 
editor and proprietor, 609-615 Maple avenue, Oak Park, Illinois, U. S. A. 

Subscription Price $t.50 per annum in Advance. Single copies 20 cents. 

Long distance telephone, Oak Park, No. 141. 

Life Insurance Manual. 

(APRIL 1, 1896.) 

47 Companies. NINTH ANNUAL EDITION. 687 Pages. 



THF 4RFNTS' FniTIDN "^ handsomely printed, bound in fine flexible leather 
InL Hutu 10 [.UlllUn cover, with rounded corners, 7 inches long by n}i 
inches wide, convenient in form and size to carry in the pocket. 

THF I IRRARY FiliTION ^^ designed specially for office use. It is printed on 
iriL LIDnHDI LUIIlUn heavy paper with broad margins, suitable for notes of 
Actuaries or others; bound in heavy stiff cover; an embossed leather back, with 
the title of the book on same in gilt letters. This book is 10 inches long by y'/i 
inches wide. Its size makes it less likely to be mislaid, lost or carried away from 
the office, and by its use, with a would-be applicant or policy holder, a much 
deeper and more lasting impression is made. 

Agents' (Pocket Edilion), $2.00 per copy | Library (Office Edition), $4.00 per copy 
(The price is the same per copy on orders for any number of books.) 

THE SYNOPSIS OF RISKS ASSUMED AND 
BENEFITS GUARANTEED. 

44 Companies. FOURTH EDITION, JAN. 1896. 97 Pages' 



Comprises 97 pages, 7 inches long by 4^ wide, with rounded corners. It con- 
tains a synopsis of policy conditions and the practice of the companies repre- 
sented therein, upon the alphabetically arranged topics: Application (whether 
a copy of it does not accompany the policy), Cash Values, Dividends (share of 
surplus). Dueling or Violation of Law, Extended Insurance, Grace in Payment 
of Premiums, Intoxicants and Narcotics, Incontestability, Loans, Military Ser- 
vice, Nonforfeiture Provisions, Occupations Prohibited, Payment of Death 
Claims, Paid-up Values, Reinstatement of Lapsed Policies, Residence and 
Travel, Suicide, Women (whether insured or not and at what rates.) 

Single Copy (Flexible Leather Cover), $1.00 

5 Copies •' " " at .80 4.00 

10 Copies " " " at .65 6.50 

25 Copies " " " at .50 12.50 



Net Reserves. 



Preceded by net annual premiums according to the Actuaries Table of Mortality, 
with four per cent interest. American Experience Table of Mortality with 3 per 
cent., 4 per cent, and 4% per cent, interest. For the use of Actuaries, General 
Agents and Solicitors. 

Price per Copy, Prepaid, ■ - . $4.00, 

All books forwarded, prepaid, on receipt of remittance with order. Remit by 
Chicago Bank Draft, Oak Park P. O. or Express Money Order, payable to 

A. J. FLITCRAFT, 609-615 Maple Avenue, Oak Park, 111., U. S. A- 



FRIENDLY COMMENTS. 



A. J. Flitcraft, the -well-known author of life insurance works, will 
shortly begin the publication of the lAfe Insurance Courant, to be devoted, 
as its name Indicates, ezclusively to life insurance. It is safe to say he will 
get up an interesting paper, as he understands the business. 

Insurance Herald. 

Rochester, N. Y. 
Such a journal ought to be appreciated and your connection with the 
work should place your pajjer in the front rank at once. 

Isaac A. Wilcox, Agent Conn. Mutual. 

Montpelier, Vt. 
I wish to state to you that No. 1, "S'ol. 1, of your new life insurance 
paper just passed under my notice, that I have read the same through 
with much care and great interest. I wish you success in this new enter- 
prise, and to commend what seems to me a very high aim, namely, the 
education, development and lifting up towards the best there is or may be 
In American life insurance. 

Jos. A. DeBoeb, Actuary, National Life Ins. Co. 

New York. 
We wish you abundant success in the publication of your paper. 

Geo. H. Bubford, Pres. United States Life. 

San Francisco, Cal. 
Best wishes for the success of your excellent journal, which the writer 
has already perused with much pleasure and profit, 

S. M. Marks, Asst. Sec. Pacific Mutual Life. 

Another paper but devoted exclusively to life insurance is heralded 
from Chicago under the proprietorship of Mr. A. J. Flitcraft. It will be 
known as the Life Insurance Courant, which is an expressive title. 

Weekly Underu/riter. 

Chattanooga, Tenn. 
I am this morning in receipt of the Life Insurance Courant and it 
afibrds me pleasure to enclose herewith my check for $1.50 in payment of 
one year's subscription to same. Wishing you much success, and believing 
that there is a legitimate field for just such a journal, I am, 
Yours respectfully, 

L. D. Dbewry, State Agent, 
Mutual Benefit Life Insurance Company. 

Newburgb, N. Y. 
I have received No. 1, Volume 1, of the Life Insurance Courant. A 
hasty glance at your salutatory convinces me that you are about to supply 
a long felt need with life insurance canvassers. Most of the insurance 
journals of the day are filled up with fire, accident, indemnity and assess- 
ment insurance, together with extraneous matter and numerous adver- 
tisements, which are of no particular value to the man who devotes his 
whole time to life insurance pure and simple. In other words, he pays for 
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less. There is not the least doubt in my mind that if you confine the Life 
Insurance Courant to legitimate, regular life insurance, you will receive 
a liberal patronage on the part of the purely life insurance workers. 

Geo. a. Caktine, Agency Director, 

New York Life. 

A. J. Flitcraft, of Oak Park. 111., the well-known publisher of life 
Insurance works, has ventured Into the field of journalism. His paper is 
called the ii/e Ins^irance Cbwra«<, and the inilial number was issued this 
month. Mr. Flitcraft is undeniably well equipped for this new under- 
taking. He has an analytical mind, has established excellent sources of 
information and doubtless thoroughly appreciates the needs of life insur- 
ance fieldmen. Chicago Independent. 



Bethlehem, Pa., September 23, 1895. 
I notice in this -week's issue of The Standard, Boston, that you have 
begun the publication of a new journal entitled the Life Insurance Omrant. 
If it Is to be of the same general value to the agents'^ position in the busi- 
ness as your valuable "Manual" occupies, certainly it ■will receiveamost 
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There is very much to inform the "profession" about, that sadly neces- 
sary reforms may be finally introduced. Many journals seek patronage; 
but there is scarcely a worthy specimen in the line. I believeit is safeto 
say that not an insurance journal to-day has the requisite courage to advo- 
cate those changes for which the business Is really suffering, and the public 
too. May salvation appear in your corner. 
With respect, 

H. H. Eaton, District Agent, 

New England Mutual Life. 

The lAfe Insurance Courant is the title of a new insurance journal pub- 
lished by A. J. Flitcraft, of Oak Park, 111. It makes a very good appear- 
ance. We trust that it may win a commanding position in insurance 
circles. Insurance Register. 

Minneapolis, Minn. , September 25, 1895. 
I want your new paper sent to me regularly. It is certainly an excel- 
lent Idea, and I know of no one better qualified than yourself to carry it out. 
Frank M . Joyce, State Agent, 

Mutual Benefit Life Insurance Company. 

Oshkosh, Wis., October 3, 1895. 
Sample copy of the i!/e Insurance Courant is just received. Enclosed 
find $1.50 for su'iscription for one year beginning with the September issue. 
This is to me the most satisfactory insurance paper I have yet seen. Its 
freedom from "small talk" and disputes with other papers, and its wealth 
of matter, valuable alike to the manager and fieldmen, recommend it 
strongly to mo. Respectfully yours, 

J. G. AiiBEiGHT, State Agent, 

Union Central Life. 

Rochester, N. Y., October 3, 1895. 
Herewith you will find New York draft for $1.50 payable to your order, 
for M'hicli please enter my annual subscription for i?/e Insurance Courant, 
beginning with the month of August, It-gs, issue. I have discontinued 
several insurance journals, but am glad to give you a trial. Wishing you 
abundant success, I am, Yours truly, 

M. 1). L. Hayes, General Agent, 

Northwestern Mutual Life. 

Bloomington. 111., Octobers, 1895. 
I am just In receipt of a sample copy of Life Insurance Courant (October 
number). I am well pleased with it; have confidence in theability of the 
editor to make a valuable insurance journal, and enclose P. O. order for 
81.50, for an annual subscription. Very truly yours, 

D. J. Klycb, Assistant Superintendent, 
Metropolitan Life Insurance Company. 

Albany, N. Y., October 4, 1895. 
Sample copy of the Life Insurance Courant was received yesterday. 
Although I have not had time to more than glance through it, I should say 
It was an excellent journal. I think the "Curiosity Box" a very good idea. 
It will unquestionably prove valuable to all agents. Enclosed please find 
check for $1.50, to pay for one year's subscription. This voices my opinion 
better than anything I could say. Very truly yours, 

U. G. Stockwbll, Manager, 

Nederland Life. 

Creston, Iowa, October 4. 1895. 
I have received No. 3, volume 1, Life Insurance Courant. It just suits 
me. In this day of push and competition it becomes us to be posted. 
Please And $1.50 for same. Wishing you great success, I am, 
Respectfully yours, 

E. A. Richards, Special Agent. 

Washington Life Insurance Company. 



t^ 



